Standard Terms and Conditions for the supply of services Agreed terms
1. Interpretation
1.1 Definitions:
1. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are
open for business.
2. Charges: the charges payable by the Customer for the supply of the Services by the Supplier, as set out in the
Contract.
3. Conditions: these terms and conditions set out in paragraph 1 (Interpretation) to paragraph 10 (General)
(inclusive) as amended from time to time in accordance with paragraph 10.5 .
4. Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance
with these Conditions and any Schedules.
5. Customer Default: has the meaning set out in paragraph 4.2 .
6. Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by the
Customer to the Supplier.
7. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time
in the UK including the Data Protection Act 2018 (DPA 2018) and regulations made thereunder, the UK GDPR(as defined in the DPA 2018), and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
8. Deliverables: all documents, products and materials developed by the Supplier or its agents, subcontractors
and personnel as part of or in relation to the Services specifically for the Customer, if any, in any form,
including without limitation computer programs, data, reports and specifications (including drafts) set out in
the Contract.
9. Intellectual Property Rights: copyright and related rights, 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.
10 .Services: the services, including without limitation any Deliverables, to be provided by the Supplier pursuant
to the Contract.
11. Services Start Date: the day on which the Supplier is to start provision of the Services, as set out in the
Contract or subsequently agreed in writing between the parties.
Supplier IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials
incorporated in them.
1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to it as amended, extended or re-
enacted from time to time. A reference to a statute or statutory provision includes any subordinate
legislation made from time to time under that statute or statutory provision.
(b) 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.
(c) A reference to writing or written includes fax and email.
2. Commencement and term
2.1 The Contract shall commence on the date when it has been signed by both parties and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other not less than 1 months’ written notice to terminate, expiring on or after the First anniversary of the Services Start Date.
2.2 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s website, 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.
2.3 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.
3. Supply of services
3.1 The Supplier shall supply the Services to the Customer from the Services Start Date in accordance with the
Contract.
3.2 In supplying the Services, the Supplier shall:
(a) perform the Services with reasonable care and skill;
(b) use reasonable endeavours to perform the Services;
(c) observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer’s premises and have been communicated to the Supplier, provided that the
Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of
any of its obligations under the Contract; and
(d) take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Supplier may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Contract.
4. Customer’s obligations
4.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Services;
(b) provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as required by the Supplier or any of them;
(c) provide, in a timely manner, such information as the Supplier may reasonably require, and ensure that it is accurate and complete in all material respects; and
(d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the Services Start Date.
4.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or
omission of the Customer, its agents, subcontractors, consultants or employees (Customer Default), the
Supplier shall:
(a) 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;
(b) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise
directly or indirectly from such prevention or delay;
(c) be entitled to payment of the Charges despite any such prevention or delay; and
(d) be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that
arise directly or indirectly from such prevention or delay.
5. Data protection
5.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This paragraph 5
is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data
Protection Legislation.
5.2 The parties acknowledge that for the purposes of the Data Protection Legislation, if and to the extent that
the Supplier processes personal data on behalf of the Customer, the Customer is the controller and the
Supplier is the processor. The scope and purpose of processing by the Supplier is for the performance of the
Contract. The nature of the processing includes collection, recording, organisation, structuring, storage,
adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise
making available, alignment or combination, restriction, erasure or destruction of data (whether or not by
automated means). The types of data and categories of data subject are contact and identification
information of the personnel of the Customer. The duration of the processing is the duration of the Contract.
5.3 Without prejudice to the generality of paragraph 5.1 , 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.
5.4 Without prejudice to the generality of paragraph 5.1 , the Supplier shall, in relation to any personal data
processed in connection with the performance by the Supplier of its obligations under the Contract:
(a) process that personal data only on the terms of this Contract and/or the reasonable documented
written instructions of the Customer unless the Supplier is required by Data Protection Legislation
to otherwise process that personal data;
(b) ensure that it has in place appropriate technical and organisational measures 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;
(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the
personal data confidential;
(d) not transfer any personal data outside of the UK unless the transfer is in accordance with the Data
Protection Legislation:
(e) 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;
(f) notify the Customer without undue delay on becoming aware of a personal data breach;
(g) following the written direction of the Customer, delete or return personal data and copies thereof
to the Customer on termination of the Contract unless required by applicable law to store the
personal data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this
paragraph 5 and allow for audits by the Customer or the Customer’s designated auditor on not less
than 3 weeks prior written notice and during normal business hours.
6. Intellectual property
6.1 The Supplier shall retain ownership of all Supplier IPRs. The Customer shall retain ownership of all
Intellectual Property Rights in the Customer Materials.
6.2 The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up,
worldwide, non-exclusive, royalty-free, perpetual licence to copy the Supplier IPRs for the purpose of
receiving and using the Services and the Deliverables in the Customer’s business.
6.3 The Customer grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable
licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing
the Services to the Customer in accordance with the Contract.
6.4 The Customer shall indemnify the Supplier in full against any sums awarded by a court against the Supplier
arising of or in connection with any claim brought against the Supplier for infringement of a third party’s
rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of
the Customer Materials by the Supplier.
7. Charges and payment
7.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in
accordance with this paragraph 7.
7.2 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the
Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to
receipt of a valid VAT invoice.
7.3 The Customer shall pay each invoice due and submitted to it by the Supplier, within 14 days of receipt, to a
bank account nominated in writing by the Supplier and time for payment shall be of the essence of the
Contract.
7.4 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for
payment, then, without limiting the Supplier’s remedies under paragraph 9 (Termination):
(a) 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 paragraph 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%.
(b) the Supplier may suspend all Services until payment has been made in full.
7.5 All amounts due under the Contract from the Customer to the Supplier shall be paid by in full without any
set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required
by law).
8. Limitation of liability
8.1 References to liability in this paragraph 8 include every kind of liability arising under or in connection with
the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation,
restitution or otherwise.
8.2 Nothing in this paragraph 8 shall limit the Customer’s payment obligations under the Contract.
8.3 Nothing in the agreement shall limit the Customer’s liability under paragraph 6.4 above.
8.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to
liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
8.5 Subject to paragraph
8.6 (No limitation on customer’s payment obligations), paragraph
8.7 (Liability under identified paragraphs) and paragraph
8.8 (Liabilities which cannot legally be limited), the Supplier’s total
liability to the Customer for all other loss or damage shall not exceed £5,000,000.
8.9 Subject paragraph 8.2 (No limitation of customer’s payment obligations) and paragraph 8.4 (Liabilities which
cannot legally be limited), this paragraph 8.6 sets out the types of loss that are wholly excluded:
(a) loss of profits.
(b) loss of sales or business.
(c) loss of agreements or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data or information.
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.10 The Supplier has given commitments as to compliance of the Services with relevant specifications in
paragraph 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods
and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.11 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the
notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on
the day on which the Customer became, or ought reasonably to have become, aware of its having grounds
to make a claim in respect of the event and shall expire six months from that date. The notice must be in
writing and must identify the event and the grounds for the claim in reasonable detail.
9. Termination
9.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it
with immediate effect by giving written notice to the other party if:
(a) the other party 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 14 days
after being notified in writing to do so;
(b) the other party takes any step or action in connection with its 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;
(c) 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; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s
opinion the other party’s capability to adequately fulfil its obligations under the Contract has been
placed in jeopardy.
9.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with
immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due
under the Contract on the due date for payment.
9.3 On termination of the Contract for whatever reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices
and interest and, in respect of Services supplied but for which no invoice has been submitted, the
Supplier may submit an invoice, which shall be payable immediately on receipt;
(b) the Customer shall cease to use and shall return all documents, products and materials provided to
the Customer by the Supplier that are not Deliverables, and shall return any Deliverables which
have not been fully paid for;
(c) 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; and
(d) termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or
liabilities of the parties that have accrued up to the date of 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.
10. General
10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure
to perform, any of its obligations under the Contract if such delay or failure result from events,
circumstances or causes beyond its reasonable control.
10.2 Assignment and other dealings.
(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any
other manner with any or all of its rights and obligations under the Contract without the Supplier’s
prior written consent.
(b) The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in
any other manner with any or all of its rights under the Contract.
10.3 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential
information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by paragraph 10.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who
need to know such information for the purposes of carrying out the party’s obligations
under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential
information comply with this paragraph 10.3 ; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
(c) Neither party shall use any other party’s confidential information for any purpose other than to
perform its obligations under the Contract.
10.4 Entire agreement.
(a) 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.
(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no
remedies in respect of any statement, representation, assurance or warranty (whether made
innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no
claim for innocent or negligent misrepresentation or negligent misstatement based on any
statement in the Contract.
10.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or
their authorised representatives).
10.6 Waiver.
(a) 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.
(b) 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.
10.7 Severance.
(a) 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 part-provision under this paragraph 10.7 shall not affect the
validity and enforceability of the rest of the Contract.
10.8 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall
be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service
at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by fax to its main fax number or sent by email to the address specified above.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on
the second Business Day after posting; or
(iii) 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 paragraph 10.8(b)(iii) ,
business hours means 8.30am to 4.30pm Monday to Friday on a day that is not a public
holiday in the place of receipt.
(c) This paragraph 10.8 does not apply to the service of any proceedings or other documents in any
legal action or, where applicable, any arbitration or other method of dispute resolution.
