1 Interpretation
1.1 The following definitions and rules of interpretation apply in these Conditions.
Business Day: a day when the clearing banks in London are open for a full range of banking transactions.
City Group: City Facility Management Holdings Limited incorporated in Scotland with registered number SC199503 and
any subsidiary of City Facility Management Holdings Limited for the time being.
Commencement Date: has the meaning given in Clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with Clause 21.13.
Contract: the contract between the Customer and the Supplier for the supply of Goods and/or Services which is entered
into in accordance with these Conditions and which consists of the Order, these Conditions, any Special Conditions, any
Specification and any other documents which are expressly referenced in the Order.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control
shall be construed accordingly.
Customer: means the legal entity within the City Group identified as the customer on the Order.
Customer Materials: has the meaning set out in Clause 5.3.8.
Data Protection Law: all applicable data protection and privacy legislation in force from time to time in the United
Kingdom and the terms personal data and process (and any tense of that verb) shall have the meanings given to them
in Data Protection Law.
Deliverables: all documents, software, products and materials (other than the Goods) developed by the Supplier or its
agents, sub-contractors and employees as part of or in relation to the Supplies in any form or media, including
drawings, maps, plans, diagrams, instruction manuals, designs, pictures, computer programs, data, specifications and
reports (including drafts).
Good Industry Practice: means the exercise of that degree of competence and/or practices and standards which would
reasonably and ordinarily be expected from a skilled and experienced supplier engaged in the same or similar type of
business as the Supplier under similar circumstances, including having similar financial resources.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing
by the Customer and the Supplier.
Group Company: means any member of the City Group from time to time other than the Customer.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks,
business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or
unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the
confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property
rights, in each case whether registered or unregistered and including all applications and rights to apply for and be
granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or
forms of protection which subsist or will subsist now or in the future in any part of the world.
Notified Policies: any business policies of the Customer which are identified in the Contract or which are notified in
writing by the Customer to the Supplier from time to time as being relevant to the Contract.
Order: the Customer order for the Supplies, as set out in the Customer purchase order form, or in the Customer written
acceptance of the Supplier quotation as the case may be.
Services: the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the
Order or the Specification.
Software: any computer software to be provided as part of the Supplies and as described or referenced in the Contract.
Special Conditions: mean the conditions which are expressly set out or referenced on the Order (whether marked as
Special Conditions or not).
Specification: means the document (if any) which sets out the agreed design, performance, functionality of and
procedures for the Supplies and which is expressly referenced on the Order (or which, in the absence of such express
reference, is deemed to be referenced on the Order).
Supplier: the person or firm from whom the Customer purchases the Goods and/or Services and, where applicable, (a)
references to shall be deemed to include any permitted subcontractor of the Supplier and (b) the Supplier shall be
responsible for procuring the compliance of the relevant sub-contractor with any relevant provisions in the Contract.
Supplies: mean any Goods, Services and/or Deliverables and any or all of them, as the context may require, and a
reference to the provision of the Supplies shall be construed as referring to the performance and/or delivery of such
Supplies, as appropriate to the context.
1.2 In these Conditions the following rules of interpretation apply:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal
personality).
1.2.2 A reference to a party includes its personal representatives, successors and permitted assigns. A reference to the
terms subsidiary and holding company shall have the meanings given to those terms in Section 1159 of the Companies
Act 2006.
1.2.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include
the singular and another grammatical form of a defined word or expression has a corresponding meaning.
1.2.4 A reference to a statute, statutory provision or other legislation, whether of the UK or elsewhere, is a reference to
it as it is in force for the time being, taking account of any amendment, extension or re-enactment, or any laws
substantially amending, replacing or superseding it and includes any
subordinate legislation for the time being in force made under it.
1.2.5 Any words following the terms including, include, in particular, 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.
1.2.6 A reference to writing or written includes fax and email.
2 Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase the Supplies from the Supplier in accordance with these
Conditions.
2.2 The Order shall be deemed to be accepted on the earlier of:
2.2.1 the Supplier issuing written acceptance of the Order;
2.2.2 any act by the Supplier consistent with fulfilling the Order, or
2.2.3 the expiry of the period of 5 Business Days after receipt by the Supplier of the Order, unless, in the interim period,
the Customer has received a written rejection of the Order, at which point and on which date the Contract shall come
into existence (Commencement Date). The term of the Contract shall run from the Commencement Date and shall end
on the date that this Contract (i) is terminated in accordance with these Conditions, or (ii) expires, being on the date
that all of the obligations of the Supplier under it have been fully performed in accordance with its terms, whichever
shall first occur.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or
incorporate, or which are implied by trade, custom, practice or course of dealing, including any terms and conditions
attached to or incorporated in the Supplier's quotation or written acceptance of the Order.
2.4 All of these Conditions shall apply to the supply of the Supplies except where the express terms of the Conditions
specify that they apply only to parts of the Supplies.
2.5 In the event of any conflict, the following order of precedence shall apply:
2.5.1 the Special Conditions;
2.5.2 these Conditions;
2.5.3 the Specification; and then
2.5.4 any other relevant documents which are expressly referenced on the Order.
3 Supply of goods
3.1 The Supplier shall ensure that the Goods shall:
3.1.1 correspond with their description and any applicable Specification;
3.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by
the Supplier or made known to the Supplier by the Customer, expressly or by implication, and in this respect the
Customer relies on the Supplier skill and judgement;
3.1.3 where they are manufactured products, be free from defects in design, materials and workmanship and remain so
for 12 months after delivery; and
3.1.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling,
packaging, storage, handling and delivery of the Goods.
3.2 The Customer may inspect and test the Goods at any time before delivery. The Supplier shall remain fully
responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or
otherwise affect the Supplier obligations under the Contract.
3.3 If following such inspection or testing the Customer considers that the Goods do not comply or are unlikely to
comply with the Supplier undertakings at Clause 3.1, the Customer shall inform the Supplier and the Supplier shall
immediately take such remedial action as is necessary to ensure compliance.
3.4 The Customer may conduct further inspections and tests after the Supplier has carried out its remedial actions.
4 Delivery of goods
4.1 The Supplier shall ensure that:
4.1.1 the Goods are properly packed and secured in such manner as to enable them to reach their destination in good
condition;
4.1.2 each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order
number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)),
special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of
Goods remaining to be delivered; and
4.1.3 it states clearly on the delivery note any requirement for the Customer to return any packaging material for the
Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost and risk of the
Supplier.
4.2 The Supplier shall deliver the Goods:
4.2.1 on the date specified in the Order or, if no such date is specified, then within 2 Business Days of the date of the
Order;
4.2.2 to the Customer premises specified in the Order or as instructed by the Customer before delivery (Delivery
Location); and
4.2.3 during the Customer normal hours of business on a Business Day, or as instructed by the Customer.
4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.4 The Supplier shall not deliver the Goods in instalments without the Customer prior written consent. Where it is
agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by
the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to
the remedies set out in Clause 9.1.
4.5 Risk in the Goods shall pass to the Customer on completion of delivery. Title in the Goods shall pass to the Customer
on the earlier of payment for the Goods or completion of delivery.
5 Supply of services
5.1 The Supplier shall from the Commencement Date (or any other date set out in the Order for the commencement of
the Services) and for the duration of the Contract supply the Services to the Customer in accordance with the terms of
the Contract.
5.2 The Supplier shall meet any performance dates for the Services specified in the Order or notified by the Customer to
the Supplier and time is of the essence in relation to any of those performance dates.
5.3 In providing the Services, the Supplier shall:
5.3.1 co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the
Customer;
5.3.2 perform the Services in accordance with Good Industry Practice;
5.3.3 use personnel who:
5.3.3.1 are suitably qualified, skilled and experienced to perform tasks assigned to them, and in sufficient number to
ensure that the Supplier obligations are fulfilled in accordance with the Contract; and 5.3.3.2 have a right to lawfully
work in the United Kingdom at all relevant times;
5.3.4 ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Order
and/or the Specification, and that the Deliverables shall be fit for any purpose that the Customer expressly or impliedly
makes known to the Supplier;
5.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
5.3.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods
and materials supplied and used in the Services or transferred to the Customer, will be free from defects in
workmanship, installation and design;
5.3.7 observe all health and safety rules and regulations and any other security requirements that apply at any of the
Customer premises;
5.3.8 hold all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the
Supplier (Customer Materials) in safe custody at its own risk, maintain the Customer Materials in good condition until
returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the
Customer written instructions or authorisation;
5.3.9 not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission
upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may
rely or act on the Services; and
5.3.10 comply with any additional obligations as set out in the Specification.
6 Software and data
6.1 Where the Supplies include the development, licensing or other supply of Software then the Supplier shall:
6.1.1 ensure that the Software meets the Specification;
6.1.2 supply the Software and any related documentation on the media and in the format specified in the Order and the
Specification;
6.1.3 not infringe the Intellectual Property Rights of any third party in the development of any Software or otherwise in
the supply of any Software to the Customer; and
6.1.4 ensure that the possession and/or use of the Software by the Customer in accordance with Clause 12, shall not
infringe the Intellectual Property Rights of any third party.
6.2 In the event that the provision of any Supplies requires the Supplier to process personal data on behalf of the
Customer or any Group Company then the Supplier shall:
6.2.1 process that personal data in accordance with the written instructions of the Customer 17/04/2023or relevant
Group Company (as appropriate) and otherwise in accordance with Data Protection Law; and
6.2.2 forthwith enter into a written agreement with the Customer (or any relevant Group Company nominated in
writing by the Customer) to regulate such processing on such terms as the Customer may require.
7 Design responsibility
7.1 Where the Supplies require the Supplier to design and/or detail the whole or any part of the Goods, the Supplier
warrants that:
7.1.1 such designs and details shall be safe and suitable for their intended purpose and insofar as the Supplier selects
materials such materials shall be of satisfactory quality and fit for their intended purposes and conform to all relevant
British Standards; and
7.1.2 where such designs and details comprise signage, the Supplier shall comply with the Customer requirements for
such signage, including but not limited to using specified colours selected by the Customer.
8 Supplier general obligations
8.1 The Supplier shall:
8.1.1 allocate sufficient resources to enable it to comply with its obligations under the Contract;
8.1.2 ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits
that it needs to carry out its obligations under the Contract;
8.1.3 comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply to
the provision of the Supplies, including all applicable import and export control laws and regulations and all
immigration and employment laws relating to the personnel it uses, in fulfilling the Contract and provide all information
about the Supplies, including information regarding constituent parts thereof, that may be necessary for the Customer
compliance with all applicable import and export control laws and regulations;
8.1.4 comply at all times with any Notified Policies when performing its obligations under the Contract;
8.1.5 at all times maintain a business continuity plan in accordance with Good Industry Practice and allow the Customer
to inspect the same on request;
8.1.6 provide written instructions to the Customer in respect of any particular requirements for the Supplies, including
in respect of handling, storage, maintenance and disposal;
8.1.7 notify the Customer of any restrictions that apply in respect of any applicable customs legislation preventing the
export, re-export or transfer of the Supplies by the Customer or, if requested by the Customer, confirm in writing that
no such restrictions apply;
8.1.8 be responsible for the safe provision of the Supplies and shall comply with and observe any site safety regulations
as directed by the Customer. Without prejudice to the foregoing generality, the Supplier shall ensure that it does not
breach or place the Customer in breach of the Health and Safety at Work etc. Act 1974, Control of Substances
Hazardous to Health Regulations 2002, environmental laws, any laws or regulations of a third party applicable where
the site is part of or adjoining to any site owned or occupied by any such third party to the extent that such regulations,
rules and codes of practice affect the site, and any other laws whatsoever including relevant statutory provision made
under these statutes, regulations or laws; and
8.1.9 ensure that it does not breach or place the Customer in breach of the Construction (Design and Management) Regulations 1994.
9 Customer remedies
9.1 If the Supplier fails to provide the Supplies by the applicable date, the Customer shall, without limiting or affecting
other rights or remedies available to it, have one or more of the following rights:
9.1.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
9.1.2 to refuse to accept any subsequent provision of the Supplies which the Supplier attempts to make;
9.1.3 to recover from the Supplier any costs and expenditure incurred by the Customer in obtaining substitute goods,
services and/or supplies from a third party;
9.1.4 to require a refund from the Supplier of sums paid in advance for any Supplies not provided; and
9.1.5 to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way
attributable to the Supplier failure to meet such dates.
9.2 If the Supplies are not provided by the applicable date, the Customer may, at its option, claim or deduct 5% of the
price of the Supplies for each Week delay in delivery by way of liquidated damages, up to a maximum of 20% of the
total price of the Supplies. If the Customer exercises its rights under this Clause 9.2 it shall not be entitled to any of the
remedies set out in Clause 9.1 in respect of the late provision of the relevant Supplies unless and until the maximum
20% of the total price of the Supplies has been deducted or claimed under this Clause 9.2, after which (if the Supplies
have still not been provided) the Customer shall be entitled to exercise the remedies set out in Clause 9.1.
9.3 If the Supplier has provided Supplies that do not comply with the provisions set out in Clauses 3.1, 5.3 and/or 6
then, without limiting or affecting other rights or remedies available to it, the Customer shall have one or more of the
following rights, whether or not it has accepted the Supplies:
9.3.1 to terminate the Contract with immediate effect by giving written notice to the Supplier;
9.3.2 to reject the Supplies (in whole or in part) whether or not title has passed and to return them to the Supplier at
the Supplier’s own risk and expense;
9.3.3 to require the Supplier to repair or replace the rejected Goods or Deliverables or reperform the rejected Services,
as appropriate, or to provide a full refund of the price of the rejected Supplies (if paid);
9.3.4 to refuse to accept any subsequent provision of the Supplies which the Supplier attempts to make;
9.3.5 to recover from the Supplier any costs and expenditure incurred by the Customer in obtaining substitute goods,
services and/or supplies from a third party; and
9.3.6 to claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier
failure to provide the Supplies in accordance with Clauses 3.1, 5.3 and/or 6 (as appropriate).
9.4 These Conditions shall extend to any substituted or remedial Supplies provided by the Supplier.
9.5 The Customer rights under the Contract are in addition to its rights and remedies implied by statute and common
law.
10 Customer obligations
10.1 The Customer shall:
10.1.1 provide the Supplier with reasonable access at reasonable times to the Customer premises for the purpose of
providing the Services;
10.1.2 provide such necessary information for the provision of the Supplies as the Supplier may reasonably request; and
10.1.3 do any other act or provide any other thing expressly identified in the Contract as being a responsibility of the
Customer.
11 Charges and payment
11.1 The price for the Supplies:
11.1.1 shall be the price set out in the Order, or if no price is quoted, the price set out in the Supplier published price list
in force at the Commencement Date;
11.1.2 shall be inclusive of the costs of import taxes, packaging, insurance and carriage of the Supplies. No extra
charges shall be effective unless agreed in writing and signed by the Customer; and
11.1.3 be the full and exclusive remuneration of the Supplier in respect of the performance of any Supplies which are
Services. Unless otherwise agreed in writing by the Customer, the charges shall include every cost and expense of the
Supplier directly or indirectly incurred in connection with the performance of the Services.
11.2 In respect of the Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery. In
respect of Services, the Supplier shall invoice the Customer on completion of the Services. Each invoice shall include
such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant
purchase order number.
11.3 In consideration of the provision of the Supplies by the Supplier, the Customer shall pay the invoiced amounts
within 60 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
11.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of valued 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 provision of the Supplies at the same time as
payment is due for the provision of the Supplies.
11.5 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then 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 11.5 will accrue each day at 4% a year above the Bank of Scotland plc base
rate from time to time, but at 4% a year for any period when that base rate is below 0%.
11.6 The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in
providing the Supplies, and the Supplier shall allow the Customer to inspect such records at all reasonable times on
request.
11.7 The Customer may at any time, without notice to the Supplier, set off any liability of the Supplier to the Customer
against any liability of the Customer to the Supplier, whether either liability is present or future, liquidated or
unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in
different currencies, the Customer may convert either liability at a market rate of exchange for the purpose of set-off.
Any exercise by the Customer of its rights under this Clause shall not limit or affect any other rights or remedies
available to it under the Contract or otherwise.
12 Intellectual property rights
12.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual
Property Rights in any Customer Materials) shall be owned by the Supplier.
12.2 All Intellectual Property Rights in any Software created or developed by the Supplier in the course of the provision
of the Supplies shall vest in the Customer and the Supplier hereby assigns to the Customer absolutely (where
appropriate by way of present assignment of future copyright), all right, title and interest in and to such Intellectual
Property Rights.
12.3 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up,
worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy and modify the Deliverables (including
any Software which is not subject to Clause 12.2 but excluding Customer Materials) for the purpose of receiving and
using the Supplies. The licence granted under this Clause shall survive the expiry or termination of the Contract.
12.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to use any
materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the
Supplies to the Customer.
12.5 All Customer Materials are the exclusive property of the Customer.
12.6 If asked to do so, the Supplier shall at the Customer expense, promptly sign such documents and do such other
things as the Customer requires the Supplier to sign or do to perfect the Customer title to, or otherwise to enjoy the
benefit of, the Intellectual Property Rights which are the property of the Customer in terms of Clause 12, including by
registering any of those Intellectual Property Rights in any part of the world.
13 Indemnity
13.1 The Supplier shall indemnify the Customer against all liabilities, costs, expenses, damages and losses (including but
not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and
legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or
incurred by the Customer arising out of or in connection with:
13.1.1 any claim made against the Customer for actual or alleged infringement of a third party Intellectual Property
Rights arising out of, or in connection with:
13.1.1.1 a breach or alleged breach of Clause 6.1 in the case of Software. This indemnity will not apply, however, to any
claim of Intellectual Property Rights infringement, if and to the extent that it arises from (i) the modification of the
Software other than by the Supplier or upon and in accordance with its instructions, or (ii) the use by the Customer of
any licensed Software other than in accordance with the licence granted or procured under Clause 12; and/or
13.1.1.2 the manufacture, supply or use of the Goods, or the provision or use of the other Supplies (excluding Software
and the Customer Materials);
13.1.2 any claim made against the Customer by a third party for death, personal injury or damage to property arising
out of, or in connection with, defects in the Goods, as delivered, or the Deliverables; and
13.1.3 any claim made against the Customer by a third party arising out of or in connection with the provision of the
Supplies.
13.2 This Clause 13 shall survive termination of the Contract.
14 Insurance
14.1 During the term of the Contract and for a period of 3 years thereafter, the Supplier shall maintain in force, with a
reputable insurance company, insurance against all risks usually insured against in accordance with Good Industry
Practice to cover the liabilities that may arise under or in connection with the Contract including professional indemnity
insurance, product liability insurance and public liability insurance, and shall, on the Customer request, produce both
the insurance certificate giving details of cover and the receipt for the current year premium in respect of each
insurance.
15 Confidentiality
15.1 Each party undertakes that it shall not at any time during the Contract and for a period of 5 years after its expiry or
termination, disclose to any person any confidential information concerning the business, affairs, customers, clients or
suppliers of the other party, except as permitted by Clause 15.2.
15.2 Each party may disclose the other party confidential information:
15.2.1 to its employees, officers, representatives, permitted subcontractors or advisers who need to know such
information for the purposes of carrying out the party obligations under the Contract. Each party shall ensure that its
employees, officers, representatives, permitted subcontractors or advisers to whom it discloses the other party
confidential information must comply with this Clause 15; and
15.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 Neither party shall use the other party confidential information for any purpose other than to perform its
obligations under the Contract.
16 Termination
16.1 Without affecting any other right or remedy available to it, the Customer may terminate the Contract:
16.1.1 with immediate effect by giving written notice to the Supplier if:
16.1.1.1 the Supplier commits a material breach of any term of the Contract which breach is irremediable or (if such
breach is remediable) fails to remedy that breach within a period of 5 Business Days after being notified in writing to do
so;
16.1.1.2 there is a change of control of the Supplier; or
16.1.1.3 the Supplier financial position deteriorates to such an extent that in the Customer opinion the Supplier
capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
16.1.1.4 the Supplier commits a breach of Clause 8.1.3, or
16.1.1.5 the Customer is entitled to terminate the Contract with immediate effect under the terms of any other
agreement between the Supplier, the Customer or other Group Company.
16.1.2 for convenience by giving the Supplier 4 weeks written notice.
16.2 Other than in the circumstances set out in Clause 16.3, the Supplier sole right to terminate the Contract shall arise
in the event that the Customer fails to pay the price for the Supplies by the due date specified in Clause 11.3 (other
than in the exercise of its rights under Clauses 9 or 11.7) and has also failed to remedy that breach within a period of 10
Business Days after having received a written request from the Supplier to do so.
16.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with
immediate effect by giving written notice to the other party if:
16.4 the other party takes any step or action in connection with it entering administration, provisional liquidation or
any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up
(whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver
appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in
connection with any analogous procedure in the relevant jurisdiction; or
16.5 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial
part of its business.
17 Consequences of termination
17.1 On termination of the Contract, the Supplier shall immediately deliver to the Customer all Deliverables whether or
not then complete. On termination or expiry of the Contract, the Supplier shall also return all Customer Materials. If the
Supplier fails to comply with these obligations, then the Customer may enter the Supplier premises and take possession
of the Deliverables and Customer Materials. Until they have been returned or delivered, the Supplier shall be solely
responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
17.2 Termination or expiry of the Contract shall not affect the parties rights and remedies that have accrued as at
termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or
before the date of termination or expiry.
17.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or
after termination or expiry of the Contract shall remain in full force and effect.
18 Force majeure
18.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its
obligations under it if such delay or failure results from events, circumstances or causes beyond its reasonable control.
If the period of delay or non-performance continues for 4 weeks, the Customer may terminate the Contract by giving 10
Business Days written notice to the Supplier.
19 Anti-bribery
19.1 The Supplier shall:
19.1.1 at all times comply with all applicable laws and sanctions relating to anti-bribery, corruption and financial crime,
including the Bribery Act 2010 (the "Bribery Act") and the Criminal Finances Act 2017 (the "CFA");
19.1.2 not engage in any activity, practice or conduct which would constitute an offence by it under the Bribery Act or
the CFA;
19.1.3 devise, implement and enforce written policies and procedures constituting adequate procedures under the
Bribery Act in order to prevent commission of any offence under the Bribery Act by the Customer, its staff and/or any
Group Company. The Supplier shall, on the Customer's request, provide the Customer copies of such written policies
and procedures;
19.1.4 devise, implement and enforce written policies and procedures constituting prevention procedures under the
CFA in order to prevent the facilitation of tax evasion and/or commission of any offence under the CFA by the
Customer, its staff and/or any Group Company. The Supplier shall, on the Customer request, provide the Customer
copies of such written policies and procedures;
19.1.5 promptly report to the Customer any request or demand for any undue financial or other advantage of any kind
received by the Supplier in connection with the performance of the Order; and
19.1.6 promptly report to the Customer if it has or has reasonable grounds to believe it may have committed an offence
under the CFA.
19.2 The Supplier shall ensure that any of its group companies performing Services in connection with an Order does so
only on the basis of a written contract which imposes on and secures from such person terms equivalent to those
imposed on the Supplier in this Clause 19. The Supplier shall be responsible for the observance and performance by
such persons of the terms of that written contract, and shall be directly liable to the Customer for any breach by such
persons of any of its terms.
20 Slavery and human trafficking
20.1 In performing its obligations under the Contract, the Supplier shall:
20.1.1 comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to
time in force including but not limited to the Modern Slavery Act 2015;
20.1.2 have and maintain throughout the term of the Contract its own policies and procedures to ensure its
compliance; and
20.1.3 not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the
Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK.
20.2 The Supplier represents and warrants throughout the term of the Contract that neither the Supplier nor any of its
officers, employees or other persons associated with it:
20.2.1 has been convicted of any offence involving slavery and human trafficking; and
20.2.2 to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings
by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection
with slavery and human trafficking, and the Supplier shall promptly notify the Customer upon the occurrence of any of
the events referred to at Clauses 20.2.1 or 20.2.2.
21 General
21.1 The Customer may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any
other manner with all or any of its rights and obligations under the Contract.
21.2 The Supplier shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any
other manner with any of its rights and obligations under the Contract without the prior written consent of the
Customer.
21.3 The Supplier confirms that, for the purposes of the Agency Workers Regulations 2010, none of the Supplier
employees or sub-contractors are acting in the capacity of an Agency Worker (as defined in those Regulations).
21.4 Any notice or other communication given to a party under or in connection with the Contract shall be in writing
and shall be delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered
office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent
by email to the address specified in the Order.
21.5 A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a
delivery receipt or at the time the notice is left at the proper address; if sent by prepaid first-class post or other next
working day delivery service, at 9.00 am on the second Business Day after posting; if sent by fax or email, at the time of
transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this
Clause 21.5 business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place
of receipt.
21.6 Clauses 21.4 and 21.5 do not apply to the service of any proceedings or other documents in any legal action or,
where applicable, any other method of dispute resolution.
21.7 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed
modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible,
the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or partprovision
under this Clause shall not affect the validity and enforceability of the rest of the Contract.
21.8 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be
deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy
provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it
prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or
remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other
right or remedy.
21.9 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between
the parties, constitute either party the agent of the other, or authorise either party to make or enter into any
commitments for or on behalf of the other party.
21.10 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous
agreements, promises, assurances, warranties, representations and understandings between them, whether written or
oral, relating to its subject matter.
21.11 The Supplier acknowledges that Group Companies may derive benefit from the performance by the Supplier of its
obligations under the Contract and shall be entitled to enforce the terms of the Contract directly against the Supplier as
if it were the Customer. Where a Group Company suffers loss, damage, cost or liability (Group Loss) as a result of a
failure by the Supplier to perform its obligations under the Contract, such Group Loss shall be recoverable by the
Customer from the Supplier as if it were a loss, damage, cost or liability suffered or incurred directly by the Customer.
The Supplier acknowledges that the terms of this Clause are known to the other Customer Group Companies and will
be considered to have been intimated to them.
21.12 Except as provided for in Clause 21.11, the Contract does not give rise to any rights under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are
not subject to the consent of any other person.
21.13 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional
terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised
representatives.
21.14 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in
connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of
England and Wales.
21.15 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any
dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its
subject matter or formation.