In these terms and conditions unless the context otherwise requires, reference to the plural includes reference to the singular and vice versa, reference to any particular gender includes reference to the other genders, reference to a clause is to a clause of these terms and conditions and:- “Agreement” means the binding contract, created by the Supplier’s acceptance of a Purchase Order in accordance with Clause 2 below, comprising these written terms and conditions and the Purchase Order; “Data Controller” has the meaning set out in the Data Protection Law; “Data Processor” has the meaning set out in the Data Protection Law; “Data Protection Act” shall mean the UK Data Protection Act 1998 which gives Data Subjects certain rights and requires data controllers to be open about how personal information about Data Subjects is used; “Data Protection Law” shall mean all applicable data protection laws, including but not limited to, the Data Protection Act and from 25 May 2018 GDPR, as well as any other data protection laws in and any other jurisdiction where the Supplier operates its business, as applicable, and any legislation which amends, extends, consolidates, re-enacts or replaces same, including any statutory instruments, regulations, codes of practice, guidelines or similar applicable to or derived from the same that may be made pursuant thereto from time to time; “Data Subject” shall mean an individual who is the subject of Personal Data; “GDPR” shall mean Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC; also known as General Data Protection Regulation; “Personal Data” has the meaning set out in the Data Protection Law and shall include the equivalent definition provided under the said Data Protection Legislation from time to time; “Price” means the price payable for the Products and/or Services, as set out in the Purchase Order; “Products” means the products (if any) to be provided by the Supplier pursuant to the Purchase Order, including any product(s) arising out of the provision of the Services; “Purchase Order” means any purchase order incorporating these terms and conditions; “Services” means the services (if any) to be provided by the Supplier pursuant to the Purchase Order; “Customer” means Airport Lounge Development Ltd, a company registered in England and Wales, whose principal place of business is at 5th Floor, 3 More London Riverside, London SE1 2AQ and includes its parent company and any subsidiaries thereof; and “Supplier” means the supplier named on the Purchase Order.
2.1 Customer’s Purchase Order constitutes an offer by Customer to purchase the Products and/or Services specified on the Purchase Order. A binding contract shall only be formed when the Supplier indicates its acceptance of the Purchase Order, either expressly by issuing a written notice of acceptance to Customer, or impliedly by starting to supply the Products and/or Services ordered. 2.2 By accepting Customer’s Purchase Order for Products and/or Services, the Supplier shall be deemed to have accepted the terms and conditions of this Agreement, which shall govern the purchase of the Products and Services to the exclusion of any other terms and conditions (including without limitation any terms and conditions of the Supplier). 2.3 This Agreement may be amended or varied by written agreement between the Supplier and Customer. The Supplier acknowledges that it has had the opportunity to negotiate the terms of this Agreement and that its terms shall prevail over any contradictory terms and conditions of Supplier in any order acknowledgement or other document unless expressly agreed to by Customer, and that this Agreement shall supersede all other agreements written or otherwise entered into. 2.4 No general terms and conditions of either party referred to in purchase orders, order confirmations or elsewhere shall apply, unless expressly agreed in writing.
3.1 The Supplier shall provide the Products and Services to Customer in accordance with the terms and conditions of this Agreement. 3.2 The Supplier shall apply such time, attention, resources, trained personnel and skill as may be necessary or appropriate for the supply of the Products and Services ordered. 3.3 The Supplier shall deliver the Products to Customer, at the Supplier’s risk and cost, by the date(s) and to the delivery address specified by Customer. Risk and title in the Products shall pass to Customer upon delivery. If Customer rejects any Products for failure to conform to the warranty contained in Clause 6.1.4, risk in the rejected Products shall revert to the Supplier. 3.4 The Supplier shall perform all Services within the timescales specified by Customer and time shall be of the essence with respect to the delivery of Products and the supply of Services unless otherwise agreed by Customer in writing. 3.5 If requested by Customer, representatives of the Supplier will attend progress and review meetings with Customer and, if appropriate, Customer’s clients for whom the Products and/or Services have been ordered, to review the status and progress of the provision of the Products and/or Services, discuss developments, consider proposals, agree actions and seek to resolve any issues arising.
4.1 The Supplier may invoice Customer for the Price in the amount(s) and on the date(s) set out in the Purchase Order or if no dates are set out then on the date of delivery of the relevant Goods and/or Services. 4.2 Unless otherwise agreed in writing, the Supplier’s undisputed invoices shall be payable within 60 days of the date upon which Customer receives the relevant invoice. If any part of an invoice is disputed Customer shall notify the Supplier as soon as reasonably practicable and pay the undisputed part of the invoice (if any) in accordance with this clause 4.2. The parties will then discuss the dispute in good faith with a view to resolving it. When a disputed invoice is agreed the agreed amount will become due and payable 14 days after such dispute is resolved or, if later, 60 days after the date of receipt of the original invoice by Customer. If a reduction to the invoiced amount is agreed the Supplier will issue Customer with a corresponding credit note. If Customer has not paid any invoice by its due date, the Supplier may charge interest on the outstanding amount from the due date until the date of payment at the annual rate of 2% above Bank of England’s base lending rate from time to time. The parties agree that this is a “substantial remedy” for the purposes of the Late Payment of Commercial Debts Act 1998. 4.3 If the Supplier has provided Customer with an estimate or budget for any element of the Products and/or Services to be supplied by it, and later has reason to believe that the Price will or may exceed such estimate or budget, the Supplier shall immediately advise Customer, and Customer shall not be obliged to pay the Supplier any excess above such quote, estimate or budget which is not so advised to and agreed by Customer. 4.4 Where the Price for Services is payable on a daily, hourly or other time-spent basis, all invoices shall be accompanied by adequate records and supporting documentation in relation to the time spent by the Supplier’s personnel in performing the Services. 4.5 If the Supplier has provided Customer with a fixed quote for any element of the Products and/or Services to be supplied by it then the Supplier may not charge more than this fixed quote for the relevant element of the Products and/or Services. 4.6 All sums referred to in this Agreement are exclusive of value added tax and any other duty or tax, which shall (if and to the extent applicable) be payable by Customer.
5.1 The Supplier acknowledges that, in the course of supplying the Products and/or Services hereunder, it may receive or otherwise become aware of confidential information relating to Customer and/or its clients (“Confidential Information”). The Supplier agrees to keep all Confidential Information confidential at all times and undertakes not to use or disclose such Confidential Information other than for the sole purpose of performing its obligations hereunder. 5.2 Confidential Information shall exclude information which: 5.2.1 at the time of receipt by the Supplier is publicly available; 5.2.2 subsequently becomes publicly available through no fault of the Supplier, its officers, employees or agents; 5.2.3 is lawfully received by the Supplier from a third party on an unrestricted basis; and/or 5.2.4 is already known to the Supplier before receipt hereunder. 5.3 The Supplier shall not be in breach of its obligations under this Clause 5 if it discloses Customer’s Confidential Information in circumstances where such disclosure is required by law, regulation or order of a competent authority, provided that where permissible Customer is given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same. 5.4 Upon a written request from Customer or the termination of this Agreement for any reason, the Supplier shall return any and all Confidential Information of Customer or its clients then in the Supplier’s possession or control and will not retain any copies of the same.
6.1 The Supplier warrants that: 6.1.1 the personnel who perform the Services hereunder are and shall be competent and suitable in every respect, whether as to qualifications, experience or otherwise, to provide the Services; 6.1.2 the Services will be carried out in a competent and professional manner and with reasonable skill and care, strictly in accordance with the terms of this Agreement and all specifications, requirements and quality standards specified by Customer. If the Supplier’s performance of the Services is inadequate, then without prejudice to Customer’s other remedies hereunder, the Supplier shall (if Customer requests) perform the Services again at no extra charge; 6.1.3 it shall comply with all applicable laws, regulatory requirements and codes of practice; 6.1.4 the Products will be of a high standard of design and shall be free from defects in material and workmanship, shall be of satisfactory quality, fit for the purpose for which they are intended to be used, and shall comply with all specifications, requirements and quality standards supplied or communicated by Customer to the Supplier. If any Products fail to comply with this warranty Customer shall notify the Supplier in writing and the Supplier shall (without prejudice to Customer’s other rights and remedies) collect the defective Products at a time and place convenient to Customer and shall promptly (i) repair or replace the Products or, at Customer’s option, (ii) refund to Customer the full Price paid for the relevant Products. 6.1.5 it shall not make any statement, orally or in writing, publicly or privately, or do any act or otherwise conduct itself in such a manner as will or may in the reasonable opinion of Customer disparage Customer, its clients, its or their businesses, products or services. 6.1.6 Except with the prior written consent of Customer it shall not make any public statement about this Agreement or any information relating to it. The Supplier shall not use any trademarks or other identifying logos owned or licensed by Customer in any manner unless it has first obtained Customer's written consent. The Supplier shall ensure that staff are aware of and comply with the provisions of this Clause.
7.1 The Supplier shall be liable for and shall indemnify Customer against any and all claims, actions, liabilities, losses, damages or expenses (including legal expenses) incurred by Customer which arise out of or in connection with, directly or indirectly, the Supplier’s performance of, or failure to perform, or delay in performing this Agreement, including without limitation any losses, damages or expenses arising out of or in connection with: 7.1.1 any infringement or alleged infringement of any intellectual property rights caused by the use of any Products and/or Services; and 7.1.2 any claim made against Customer in respect of death or personal injury sustained by any third party to the extent that such death or personal injury was caused by, relates to or arises from the Products and/or the Supplier’s performance of, or failure to perform, or delay in performing the Services. 7.2 The Supplier shall effect and maintain insurance policies with levels of cover reasonably adequate in all the circumstances in respect of the Supplier’s obligations and liabilities under this Agreement. The Supplier shall provide written evidence of such insurance to Customer on Customer’s request.
8.1 Customer may at any time and for any reason cancel the Purchase Order in whole or in part on written notice to the Supplier. Upon receipt of such a notice, the Supplier will immediately cease all work on the cancelled part(s) of the Purchase Order and Customer shall pay the Supplier for the Products delivered and/or Services performed in accordance with this Agreement up to and including the date of cancellation. 8.2 Customer may terminate this Agreement with immediate effect upon written notice to the Supplier in the event of: 8.2.1 any material or persistent breach of this Agreement by the Supplier which breach is either irremediable or, if remediable, is not remedied within 14 days after Customer has served a written notice on the Supplier specifying the nature of the breach and requiring that the same be remedied; or 8.2.2 the Supplier ceasing or threatening to cease to carry on its business or becoming insolvent, entering into liquidation, whether voluntary or compulsory, passing a resolution for its winding up, having a receiver or administrator appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of its debt. 8.3 Upon termination of this Agreement for any reason, the Supplier shall (as directed by Customer) immediately deliver to, or otherwise dispose of any and all materials and property in its possession, custody or control belonging or relating to Customer or its clients, including without limitation all partially completed Products on which the Supplier has already started work and all materials and information reasonably required by Customer to complete such partially completed Products. 8.4 The terms of and obligations imposed by Clauses 5, 8.3 and 9 shall survive the variation or termination of this Agreement for any reason.
9.1 Subject to Clause 9.2, the Supplier hereby irrevocably and unconditionally assigns to Customer (by present assignment of future copyright) and, in the case of moral rights, waives in favour of Customer (and shall procure that its officers and employees assign to and waive in favour of Customer) all property, copyright, rights in data and design rights (both registered and unregistered) in the Products and/or Services. 9.2 If and to the extent that any of the Products and/or Services comprise or include any copyright work or design rights (whether registered or unregistered) or rights in data belonging to any third party (“Third Party Materials”), the Supplier shall procure that Customer and any client of Customer for whom the relevant Products and/or Services were purchased shall be licensed (free of charge and for such period as may be necessary or desirable to enable Customer or such client to exploit the Products and/or Services for the purposes contemplated) to use for any purpose, implement, duplicate by any means, represent, display, translate, adapt and distribute to any person all or part of such Third Party Materials. 9.3 The Supplier agrees, at Customer’s request, to take all such actions and execute all such documents as may in Customer’s opinion be necessary to enable Customer to obtain, defend or enforce its rights in the Products and/or Services and/or to assign or license such rights to the client for whom the relevant Products and/or Services were purchased, and shall not do or fail to do any act which would or might prejudice Customer’s rights under this Clause 9. 9.4 If the performance of the Services or the use of or dealing with any Products by Customer or its client for whom such Services and/or Products were ordered infringes or in Customer’s opinion is likely to be held to infringe any intellectual property right belonging to a third party, the Supplier shall at Customer’s option: (i) procure for Customer and/or its client the right to continue to receive the Services and use the Products in question, free of any liability for such infringement; (ii) modify the Services and/or Products in question so that they become non-infringing while otherwise complying with the requirements of this Agreement; or (iii) substitute the Services and/or Products in question with suitable non-infringing replacement(s). 9.5 Each of Customer and the Supplier undertake to comply with the provisions of the Data Protection Act 1998 in relation to the provisions of the Products and/or Services.
10.1 The Supplier acknowledges and agrees that Customer is the Data Controller and the Supplier is a Data Processor in respect of all Personal data processed pursuant to the Agreement. 10.2 The Supplier warrants and represents that it shall, and shall procure that the Supplier’s Personnel, process Personal Data only for the purpose of performing the Supplier’s obligations under the Agreement on documented instructions and in compliance with the Data Protection Laws. 10.3 The Supplier warrants and represents that it shall: a) not do anything that would put Customer in breach of the Data Protection Laws; b) put in place before undertaking any processing and maintain appropriate technical and organisational measures in accordance with the Data Protection Laws; c) provide Customer with such assistance as Customer requires to ensure compliance with the Data Protection Laws, taking into account the nature of the processing and the information available to the Supplier; d) maintain a record of all of its processing activities under or in connection with the Agreement and of the measures implemented under this clause 10 in accordance with the requirements of the Data Protection Laws and make such record available to the relevant authority; e) provide Customer with such information as Customer requests from time to time to enable Customer to satisfy itself that the Supplier is complying with its obligations under this clause 10; f) allow Customer, its agents, representatives and external auditors access (on reasonable notice and during normal business hours) to its premises and/or any other location where Personal Data is processed under the Agreement to allow Customer to audit the Supplier's compliance with this clause 10. For the purposes of any such audit, the Supplier shall permit and/or shall procure that Customer shall be permitted access to such premises and/or locations, facilities, personnel, systems, records, books, accounts and information as may reasonably be required by Customer for the purpose of such audit; g) not transfer any Personal Data outside the European Economic Area without the prior express and written consent of Customer, which consent may be subject to terms and conditions (including, without limitation, that the data importer enters into model clauses in the form approved by the European Commission and, where relevant, complies with the provisions regarding sub-processors contained in such model contracts in respect of any sub-processors); h) not engage any sub-processor without the prior express and written consent of Customer and the Data Subjects as applicable, and where Customer have consented to the appointment of a sub-processor, the Supplier must not replace or engage other sub-processors without the prior written consent of Customer; i) at any time upon request, and in any event upon termination or expiry of the Agreement, deliver up to Customer or (at Customer's choice) securely delete or destroy all Personal Data in the Supplier's possession (except for such Personal Data which the Supplier is required to keep in compliance with Data Protection Laws); j) ensure the Supplier Personnel are subject to binding obligations of confidentiality in respect of Personal Data processed under the Agreement. 10.4 The Supplier shall assist Customer by appropriate technical and organisational measures to comply with its obligations and fulfil Data Subjects' rights under Data Protection Laws, including, but not limited to: a) responding to requests or queries from Data Subjects in respect of their Personal Data; b) cooperating with an investigation in connection with the Personal Data by a regulatory body; or c) reconstructing and/or otherwise safeguarding the Personal Data, within any reasonable timescales specified by Customer. 10.5 If the Supplier becomes aware of or suspects a Personal Data Breach it shall notify Customer without undue delay and in any event within 24 hours, providing all the information as requested by Customer. The Supplier shall at its own cost provide all assistance reasonably requested by Customer to ensure that Customer complies with its obligations under the Data Protection Laws. The Supplier shall take all reasonable steps to mitigate any risks of a Personal Data Breach occurring in the future. 10.6 The Supplier shall not disclose any information about or in connection with any unauthorised or unlawful processing or accidental loss or destruction of, or damage to, Personal Data, other than: a) to Customer; b) with Customer's express prior written approval; or c) as required to be disclosed by applicable law. 10.7 The Supplier shall procure that all its Personnel, Affiliates and any sub-processors who have access to Personal Data in connection with the Agreement comply with the terms of this clause 10 and the Supplier shall be liable for all acts and omissions of such personnel, Affiliates and sub-processors.
11.1 Unless otherwise expressly stated in this Agreement, all notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly served if delivered by hand or sent by fax or post to the intended recipient at the address specified in this Agreement or such other address as either party may notify to the other for this purpose from time to time. 11.2 Any notice shall be deemed to have been duly served:- 11.2.1 if delivered by hand, on delivery; 11.2.2 if sent by post, two working days after posting; 11.2.3 if sent by fax or email: 11.2.3.1 during normal business hours, immediately on transmission; 11.2.3.2 outside normal business hours, on the following working day, provided that, in each case a confirmatory transaction report is obtained and retained by the sender.
12.1 Any client of Customer for whose benefit any Products and/or Services are purchased by Customer shall have the right to enforce the terms of this Agreement subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999 (the “Third Party Rights Act”). 12.2 Except as provided in Clause 12.1 above, a person who is not a party to this Agreement shall have no rights under the Third Party Rights Act to enforce any term of this Agreement.
13.1 The Supplier may not assign, transfer, charge, or otherwise dispose of this Agreement or any of its rights or obligations arising under this Agreement without the prior written consent of Customer. 13.2 The Supplier may not sub-contract its obligations under this Agreement without the prior written consent of Customer (such consent not to be unreasonably withheld or delayed). 13.3 Customer may assign this Agreement in whole or in part, upon written notice to the Supplier, to any third party. 13.4 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it. 13.5 This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. 13.6 The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales to resolve any dispute between them. 13.7 Any valid alteration to or variation of this Agreement must be in writing and signed on behalf of both Customer and the Supplier. 13.8 The Supplier shall not represent itself, and shall ensure that its staff shall not represent themselves, as being employees or agents of Customer. 13.9 Neither the Supplier nor Customer shall by virtue of this Agreement be, or for any purpose be deemed to be, an employee or agent of Customer or the Supplier respectively, and no partnership shall arise between the Supplier and any member of Customer as a consequence of this Agreement.
14.1 Throughout the term of the Agreement, and for a period of one year following the expiry or termination of the Agreement for any reason, the Supplier will not, directly or indirectly, employ or retain the services of or assist any third party to employ or retain the services of any person who is or at any time during the preceding twelve months was employed by Customer or engaged by Customer to provide services in relation to the Services (a “Relevant Worker”), or persuade or attempt to persuade any Relevant Worker to leave the employ of Customer or to cease to provide services to Customer or to become employed or retained to provide services by anyone other than Customer.
In these terms and conditions unless the context otherwise requires, reference to the plural includes reference to the singular and vice versa, reference to any particular gender includes reference to the other genders, reference to a clause is to a clause of these terms and conditions and:- “Agreement” means the binding contract, created by the Supplier’s acceptance of a Purchase Order in accordance with Clause 2 below, comprising these written terms and conditions and the Purchase Order; “Data Controller” has the meaning set out in the Data Protection Law; “Data Processor” has the meaning set out in the Data Protection Law; “Data Protection Act” shall mean the UK Data Protection Act 1998 which gives Data Subjects certain rights and requires data controllers to be open about how personal information about Data Subjects is used; “Data Protection Law” shall mean all applicable data protection laws, including but not limited to, the Data Protection Act and from 25 May 2018 GDPR, as well as any other data protection laws in and any other jurisdiction where the Supplier operates its business, as applicable, and any legislation which amends, extends, consolidates, re-enacts or replaces same, including any statutory instruments, regulations, codes of practice, guidelines or similar applicable to or derived from the same that may be made pursuant thereto from time to time; “Data Subject” shall mean an individual who is the subject of Personal Data; “GDPR” shall mean Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC; also known as General Data Protection Regulation; “Personal Data” has the meaning set out in the Data Protection Law and shall include the equivalent definition provided under the said Data Protection Legislation from time to time; “Price” means the price payable for the Products and/or Services, as set out in the Purchase Order; “Products” means the products (if any) to be provided by the Supplier pursuant to the Purchase Order, including any product(s) arising out of the provision of the Services; “Purchase Order” means any purchase order incorporating these terms and conditions; “Services” means the services (if any) to be provided by the Supplier pursuant to the Purchase Order; “Customer” means Airport Lounge Development Ltd, a company registered in England and Wales, whose principal place of business is at 5th Floor, 3 More London Riverside, London SE1 2AQ and includes its parent company and any subsidiaries thereof; and “Supplier” means the supplier named on the Purchase Order.
2.1 Customer’s Purchase Order constitutes an offer by Customer to purchase the Products and/or Services specified on the Purchase Order. A binding contract shall only be formed when the Supplier indicates its acceptance of the Purchase Order, either expressly by issuing a written notice of acceptance to Customer, or impliedly by starting to supply the Products and/or Services ordered. 2.2 By accepting Customer’s Purchase Order for Products and/or Services, the Supplier shall be deemed to have accepted the terms and conditions of this Agreement, which shall govern the purchase of the Products and Services to the exclusion of any other terms and conditions (including without limitation any terms and conditions of the Supplier). 2.3 This Agreement may be amended or varied by written agreement between the Supplier and Customer. The Supplier acknowledges that it has had the opportunity to negotiate the terms of this Agreement and that its terms shall prevail over any contradictory terms and conditions of Supplier in any order acknowledgement or other document unless expressly agreed to by Customer, and that this Agreement shall supersede all other agreements written or otherwise entered into. 2.4 No general terms and conditions of either party referred to in purchase orders, order confirmations or elsewhere shall apply, unless expressly agreed in writing.
3.1 The Supplier shall provide the Products and Services to Customer in accordance with the terms and conditions of this Agreement. 3.2 The Supplier shall apply such time, attention, resources, trained personnel and skill as may be necessary or appropriate for the supply of the Products and Services ordered. 3.3 The Supplier shall deliver the Products to Customer, at the Supplier’s risk and cost, by the date(s) and to the delivery address specified by Customer. Risk and title in the Products shall pass to Customer upon delivery. If Customer rejects any Products for failure to conform to the warranty contained in Clause 6.1.4, risk in the rejected Products shall revert to the Supplier. 3.4 The Supplier shall perform all Services within the timescales specified by Customer and time shall be of the essence with respect to the delivery of Products and the supply of Services unless otherwise agreed by Customer in writing. 3.5 If requested by Customer, representatives of the Supplier will attend progress and review meetings with Customer and, if appropriate, Customer’s clients for whom the Products and/or Services have been ordered, to review the status and progress of the provision of the Products and/or Services, discuss developments, consider proposals, agree actions and seek to resolve any issues arising.
4.1 The Supplier may invoice Customer for the Price in the amount(s) and on the date(s) set out in the Purchase Order or if no dates are set out then on the date of delivery of the relevant Goods and/or Services. 4.2 Unless otherwise agreed in writing, the Supplier’s undisputed invoices shall be payable within 60 days of the date upon which Customer receives the relevant invoice. If any part of an invoice is disputed Customer shall notify the Supplier as soon as reasonably practicable and pay the undisputed part of the invoice (if any) in accordance with this clause 4.2. The parties will then discuss the dispute in good faith with a view to resolving it. When a disputed invoice is agreed the agreed amount will become due and payable 14 days after such dispute is resolved or, if later, 60 days after the date of receipt of the original invoice by Customer. If a reduction to the invoiced amount is agreed the Supplier will issue Customer with a corresponding credit note. If Customer has not paid any invoice by its due date, the Supplier may charge interest on the outstanding amount from the due date until the date of payment at the annual rate of 2% above Bank of England’s base lending rate from time to time. The parties agree that this is a “substantial remedy” for the purposes of the Late Payment of Commercial Debts Act 1998. 4.3 If the Supplier has provided Customer with an estimate or budget for any element of the Products and/or Services to be supplied by it, and later has reason to believe that the Price will or may exceed such estimate or budget, the Supplier shall immediately advise Customer, and Customer shall not be obliged to pay the Supplier any excess above such quote, estimate or budget which is not so advised to and agreed by Customer. 4.4 Where the Price for Services is payable on a daily, hourly or other time-spent basis, all invoices shall be accompanied by adequate records and supporting documentation in relation to the time spent by the Supplier’s personnel in performing the Services. 4.5 If the Supplier has provided Customer with a fixed quote for any element of the Products and/or Services to be supplied by it then the Supplier may not charge more than this fixed quote for the relevant element of the Products and/or Services. 4.6 All sums referred to in this Agreement are exclusive of value added tax and any other duty or tax, which shall (if and to the extent applicable) be payable by Customer.
5.1 The Supplier acknowledges that, in the course of supplying the Products and/or Services hereunder, it may receive or otherwise become aware of confidential information relating to Customer and/or its clients (“Confidential Information”). The Supplier agrees to keep all Confidential Information confidential at all times and undertakes not to use or disclose such Confidential Information other than for the sole purpose of performing its obligations hereunder. 5.2 Confidential Information shall exclude information which: 5.2.1 at the time of receipt by the Supplier is publicly available; 5.2.2 subsequently becomes publicly available through no fault of the Supplier, its officers, employees or agents; 5.2.3 is lawfully received by the Supplier from a third party on an unrestricted basis; and/or 5.2.4 is already known to the Supplier before receipt hereunder. 5.3 The Supplier shall not be in breach of its obligations under this Clause 5 if it discloses Customer’s Confidential Information in circumstances where such disclosure is required by law, regulation or order of a competent authority, provided that where permissible Customer is given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same. 5.4 Upon a written request from Customer or the termination of this Agreement for any reason, the Supplier shall return any and all Confidential Information of Customer or its clients then in the Supplier’s possession or control and will not retain any copies of the same.
6.1 The Supplier warrants that: 6.1.1 the personnel who perform the Services hereunder are and shall be competent and suitable in every respect, whether as to qualifications, experience or otherwise, to provide the Services; 6.1.2 the Services will be carried out in a competent and professional manner and with reasonable skill and care, strictly in accordance with the terms of this Agreement and all specifications, requirements and quality standards specified by Customer. If the Supplier’s performance of the Services is inadequate, then without prejudice to Customer’s other remedies hereunder, the Supplier shall (if Customer requests) perform the Services again at no extra charge; 6.1.3 it shall comply with all applicable laws, regulatory requirements and codes of practice; 6.1.4 the Products will be of a high standard of design and shall be free from defects in material and workmanship, shall be of satisfactory quality, fit for the purpose for which they are intended to be used, and shall comply with all specifications, requirements and quality standards supplied or communicated by Customer to the Supplier. If any Products fail to comply with this warranty Customer shall notify the Supplier in writing and the Supplier shall (without prejudice to Customer’s other rights and remedies) collect the defective Products at a time and place convenient to Customer and shall promptly (i) repair or replace the Products or, at Customer’s option, (ii) refund to Customer the full Price paid for the relevant Products. 6.1.5 it shall not make any statement, orally or in writing, publicly or privately, or do any act or otherwise conduct itself in such a manner as will or may in the reasonable opinion of Customer disparage Customer, its clients, its or their businesses, products or services. 6.1.6 Except with the prior written consent of Customer it shall not make any public statement about this Agreement or any information relating to it. The Supplier shall not use any trademarks or other identifying logos owned or licensed by Customer in any manner unless it has first obtained Customer's written consent. The Supplier shall ensure that staff are aware of and comply with the provisions of this Clause.
7.1 The Supplier shall be liable for and shall indemnify Customer against any and all claims, actions, liabilities, losses, damages or expenses (including legal expenses) incurred by Customer which arise out of or in connection with, directly or indirectly, the Supplier’s performance of, or failure to perform, or delay in performing this Agreement, including without limitation any losses, damages or expenses arising out of or in connection with: 7.1.1 any infringement or alleged infringement of any intellectual property rights caused by the use of any Products and/or Services; and 7.1.2 any claim made against Customer in respect of death or personal injury sustained by any third party to the extent that such death or personal injury was caused by, relates to or arises from the Products and/or the Supplier’s performance of, or failure to perform, or delay in performing the Services. 7.2 The Supplier shall effect and maintain insurance policies with levels of cover reasonably adequate in all the circumstances in respect of the Supplier’s obligations and liabilities under this Agreement. The Supplier shall provide written evidence of such insurance to Customer on Customer’s request.
8.1 Customer may at any time and for any reason cancel the Purchase Order in whole or in part on written notice to the Supplier. Upon receipt of such a notice, the Supplier will immediately cease all work on the cancelled part(s) of the Purchase Order and Customer shall pay the Supplier for the Products delivered and/or Services performed in accordance with this Agreement up to and including the date of cancellation. 8.2 Customer may terminate this Agreement with immediate effect upon written notice to the Supplier in the event of: 8.2.1 any material or persistent breach of this Agreement by the Supplier which breach is either irremediable or, if remediable, is not remedied within 14 days after Customer has served a written notice on the Supplier specifying the nature of the breach and requiring that the same be remedied; or 8.2.2 the Supplier ceasing or threatening to cease to carry on its business or becoming insolvent, entering into liquidation, whether voluntary or compulsory, passing a resolution for its winding up, having a receiver or administrator appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of its debt. 8.3 Upon termination of this Agreement for any reason, the Supplier shall (as directed by Customer) immediately deliver to, or otherwise dispose of any and all materials and property in its possession, custody or control belonging or relating to Customer or its clients, including without limitation all partially completed Products on which the Supplier has already started work and all materials and information reasonably required by Customer to complete such partially completed Products. 8.4 The terms of and obligations imposed by Clauses 5, 8.3 and 9 shall survive the variation or termination of this Agreement for any reason.
9.1 Subject to Clause 9.2, the Supplier hereby irrevocably and unconditionally assigns to Customer (by present assignment of future copyright) and, in the case of moral rights, waives in favour of Customer (and shall procure that its officers and employees assign to and waive in favour of Customer) all property, copyright, rights in data and design rights (both registered and unregistered) in the Products and/or Services. 9.2 If and to the extent that any of the Products and/or Services comprise or include any copyright work or design rights (whether registered or unregistered) or rights in data belonging to any third party (“Third Party Materials”), the Supplier shall procure that Customer and any client of Customer for whom the relevant Products and/or Services were purchased shall be licensed (free of charge and for such period as may be necessary or desirable to enable Customer or such client to exploit the Products and/or Services for the purposes contemplated) to use for any purpose, implement, duplicate by any means, represent, display, translate, adapt and distribute to any person all or part of such Third Party Materials. 9.3 The Supplier agrees, at Customer’s request, to take all such actions and execute all such documents as may in Customer’s opinion be necessary to enable Customer to obtain, defend or enforce its rights in the Products and/or Services and/or to assign or license such rights to the client for whom the relevant Products and/or Services were purchased, and shall not do or fail to do any act which would or might prejudice Customer’s rights under this Clause 9. 9.4 If the performance of the Services or the use of or dealing with any Products by Customer or its client for whom such Services and/or Products were ordered infringes or in Customer’s opinion is likely to be held to infringe any intellectual property right belonging to a third party, the Supplier shall at Customer’s option: (i) procure for Customer and/or its client the right to continue to receive the Services and use the Products in question, free of any liability for such infringement; (ii) modify the Services and/or Products in question so that they become non-infringing while otherwise complying with the requirements of this Agreement; or (iii) substitute the Services and/or Products in question with suitable non-infringing replacement(s). 9.5 Each of Customer and the Supplier undertake to comply with the provisions of the Data Protection Act 1998 in relation to the provisions of the Products and/or Services.
10.1 The Supplier acknowledges and agrees that Customer is the Data Controller and the Supplier is a Data Processor in respect of all Personal data processed pursuant to the Agreement. 10.2 The Supplier warrants and represents that it shall, and shall procure that the Supplier’s Personnel, process Personal Data only for the purpose of performing the Supplier’s obligations under the Agreement on documented instructions and in compliance with the Data Protection Laws. 10.3 The Supplier warrants and represents that it shall: a) not do anything that would put Customer in breach of the Data Protection Laws; b) put in place before undertaking any processing and maintain appropriate technical and organisational measures in accordance with the Data Protection Laws; c) provide Customer with such assistance as Customer requires to ensure compliance with the Data Protection Laws, taking into account the nature of the processing and the information available to the Supplier; d) maintain a record of all of its processing activities under or in connection with the Agreement and of the measures implemented under this clause 10 in accordance with the requirements of the Data Protection Laws and make such record available to the relevant authority; e) provide Customer with such information as Customer requests from time to time to enable Customer to satisfy itself that the Supplier is complying with its obligations under this clause 10; f) allow Customer, its agents, representatives and external auditors access (on reasonable notice and during normal business hours) to its premises and/or any other location where Personal Data is processed under the Agreement to allow Customer to audit the Supplier's compliance with this clause 10. For the purposes of any such audit, the Supplier shall permit and/or shall procure that Customer shall be permitted access to such premises and/or locations, facilities, personnel, systems, records, books, accounts and information as may reasonably be required by Customer for the purpose of such audit; g) not transfer any Personal Data outside the European Economic Area without the prior express and written consent of Customer, which consent may be subject to terms and conditions (including, without limitation, that the data importer enters into model clauses in the form approved by the European Commission and, where relevant, complies with the provisions regarding sub-processors contained in such model contracts in respect of any sub-processors); h) not engage any sub-processor without the prior express and written consent of Customer and the Data Subjects as applicable, and where Customer have consented to the appointment of a sub-processor, the Supplier must not replace or engage other sub-processors without the prior written consent of Customer; i) at any time upon request, and in any event upon termination or expiry of the Agreement, deliver up to Customer or (at Customer's choice) securely delete or destroy all Personal Data in the Supplier's possession (except for such Personal Data which the Supplier is required to keep in compliance with Data Protection Laws); j) ensure the Supplier Personnel are subject to binding obligations of confidentiality in respect of Personal Data processed under the Agreement. 10.4 The Supplier shall assist Customer by appropriate technical and organisational measures to comply with its obligations and fulfil Data Subjects' rights under Data Protection Laws, including, but not limited to: a) responding to requests or queries from Data Subjects in respect of their Personal Data; b) cooperating with an investigation in connection with the Personal Data by a regulatory body; or c) reconstructing and/or otherwise safeguarding the Personal Data, within any reasonable timescales specified by Customer. 10.5 If the Supplier becomes aware of or suspects a Personal Data Breach it shall notify Customer without undue delay and in any event within 24 hours, providing all the information as requested by Customer. The Supplier shall at its own cost provide all assistance reasonably requested by Customer to ensure that Customer complies with its obligations under the Data Protection Laws. The Supplier shall take all reasonable steps to mitigate any risks of a Personal Data Breach occurring in the future. 10.6 The Supplier shall not disclose any information about or in connection with any unauthorised or unlawful processing or accidental loss or destruction of, or damage to, Personal Data, other than: a) to Customer; b) with Customer's express prior written approval; or c) as required to be disclosed by applicable law. 10.7 The Supplier shall procure that all its Personnel, Affiliates and any sub-processors who have access to Personal Data in connection with the Agreement comply with the terms of this clause 10 and the Supplier shall be liable for all acts and omissions of such personnel, Affiliates and sub-processors.
11.1 Unless otherwise expressly stated in this Agreement, all notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly served if delivered by hand or sent by fax or post to the intended recipient at the address specified in this Agreement or such other address as either party may notify to the other for this purpose from time to time. 11.2 Any notice shall be deemed to have been duly served:- 11.2.1 if delivered by hand, on delivery; 11.2.2 if sent by post, two working days after posting; 11.2.3 if sent by fax or email: 11.2.3.1 during normal business hours, immediately on transmission; 11.2.3.2 outside normal business hours, on the following working day, provided that, in each case a confirmatory transaction report is obtained and retained by the sender.
12.1 Any client of Customer for whose benefit any Products and/or Services are purchased by Customer shall have the right to enforce the terms of this Agreement subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999 (the “Third Party Rights Act”). 12.2 Except as provided in Clause 12.1 above, a person who is not a party to this Agreement shall have no rights under the Third Party Rights Act to enforce any term of this Agreement.
13.1 The Supplier may not assign, transfer, charge, or otherwise dispose of this Agreement or any of its rights or obligations arising under this Agreement without the prior written consent of Customer. 13.2 The Supplier may not sub-contract its obligations under this Agreement without the prior written consent of Customer (such consent not to be unreasonably withheld or delayed). 13.3 Customer may assign this Agreement in whole or in part, upon written notice to the Supplier, to any third party. 13.4 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it. 13.5 This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. 13.6 The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales to resolve any dispute between them. 13.7 Any valid alteration to or variation of this Agreement must be in writing and signed on behalf of both Customer and the Supplier. 13.8 The Supplier shall not represent itself, and shall ensure that its staff shall not represent themselves, as being employees or agents of Customer. 13.9 Neither the Supplier nor Customer shall by virtue of this Agreement be, or for any purpose be deemed to be, an employee or agent of Customer or the Supplier respectively, and no partnership shall arise between the Supplier and any member of Customer as a consequence of this Agreement.
14.1 Throughout the term of the Agreement, and for a period of one year following the expiry or termination of the Agreement for any reason, the Supplier will not, directly or indirectly, employ or retain the services of or assist any third party to employ or retain the services of any person who is or at any time during the preceding twelve months was employed by Customer or engaged by Customer to provide services in relation to the Services (a “Relevant Worker”), or persuade or attempt to persuade any Relevant Worker to leave the employ of Customer or to cease to provide services to Customer or to become employed or retained to provide services by anyone other than Customer.
