Terms & Conditions

The Provider will provide the Services as described in the Master Supplier Services Agreement (the “MSSA”) or the Statement of Work (the “SOW”) signed by both parties. 

The Provider will perform the Services with reasonable care and skill, in accordance with the applicable industry standards and best practices. 

The Provider will comply with all relevant laws and regulations in relation to the Services, including data protection, health and safety, and environmental laws. 

The Provider will use its best efforts to meet any agreed deadlines or milestones for the Services, but will not be liable for any delays or failures caused by factors beyond its reasonable control. 

The Provider will provide the Customer with regular updates and reports on the progress and status of the Services, as agreed in the SOW or as requested by the Customer. 

The Customer will pay the Provider the fees for the Services as specified in the SOW or as otherwise agreed in writing by both parties. 

The Provider will invoice the Customer monthly or at the end of each completed stage of the Services, as agreed in the SOW or as otherwise agreed in writing by both parties. 

The Customer will pay each invoice within 30 days of the date of the invoice, unless otherwise agreed in writing by both parties. 

The Customer will pay the Provider by bank transfer, cheque, or any other method agreed in writing by both parties. 

The Provider may charge interest on any overdue amounts at the rate of 4% per annum above the base rate of the Bank of England, from the due date until the date of payment. 

The Provider may suspend or terminate the Services if the Customer fails to pay any invoice within 14 days of receiving a written notice from the Provider. 

The Provider retains all intellectual property rights in the Services and any deliverables, materials, or Software created or used by the Provider in connection with the Services, unless otherwise agreed in writing by both parties. 

The Provider grants the Customer a non-exclusive, non-transferable, royalty-free licence to use the deliverables, materials, or Software provided by the Provider as part of the Services, solely for the Customer’s internal business purposes and in accordance with the Provider’s instructions and documentation. 

The Customer will not copy, modify, reverse engineer, decompile, or otherwise attempt to derive the source code of any Software provided by the Provider, or sublicense, rent, lease, or otherwise transfer any rights in the Software to any third party, without the Provider’s prior written consent. 

The Customer will not remove, obscure, or alter any notices of intellectual property rights or disclaimers on any deliverables, materials, or Software provided by the Provider. 

The Customer will notify the Provider promptly of any actual or suspected infringement of the Provider’s intellectual property rights by any third party, and will cooperate with the Provider in any action to protect or enforce such rights. 

Each party will treat as confidential all information disclosed by the other party in relation to the Services, whether in oral, written, or electronic form, and whether marked as confidential or not (the “Confidential Information”). 

Each party will use the Confidential Information only for the purpose of performing its obligations or exercising its rights under this document, and will not disclose the Confidential Information to any third party, except as required by law or with the other party’s prior written consent. 

Each party will take all reasonable steps to protect the Confidential Information from unauthorised access, use, or disclosure, and will ensure that its employees, agents, and subcontractors who have access to the Confidential Information are bound by similar obligations of confidentiality. 

The obligations of confidentiality will not apply to any information that: 

is or becomes publicly available, other than through a breach of this document; 

is already known to the receiving party, as evidenced by its written records, before the disclosure by the disclosing party; 

is independently developed by the receiving party, without reference to or use of the Confidential Information; or 

is lawfully received by the receiving party from a third party who is not under any obligation of confidentiality in relation to the information. 

The obligations of confidentiality will survive the termination or expiry of this document for a period of five years, or indefinitely in relation to any trade secrets. 

The Provider’s total liability to the Customer for any loss or damage arising out of or in connection with the Services, whether in contract, tort, or otherwise, will not exceed the total fees paid by the Customer to the Provider for the Services in the 12 months preceding the event giving rise to the liability. 

The Provider will not be liable to the Customer for any indirect, consequential, special, or punitive damages, or for any loss of profit, revenue, data, or goodwill, arising out of or in connection with the Services, whether in contract, tort, or otherwise, even if the Provider has been advised of the possibility of such damages. 

Nothing in this document will exclude or limit the Provider’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law. 

Either party may terminate this document by giving the other party 30 days’ written notice, unless otherwise agreed in writing by both parties. 

Either party may terminate this document immediately by giving written notice to the other party if: 

the other party commits a material breach of this document and fails to remedy it within 14 days of receiving a written notice from the non-breaching party; or 

the other party becomes insolvent, bankrupt, or unable to pay its debts as they fall due, or enters into liquidation, administration, receivership, or any other arrangement with its creditors, or ceases or threatens to cease trading. 

Upon termination or expiry of this document, the Customer will pay the Provider for any Services performed up to the date of termination or expiry, and the Provider will deliver to the Customer any completed or partially completed deliverables, materials, or Software, subject to the Customer’s payment of the outstanding fees. 

Upon termination or expiry of this document, each party will return or destroy all Confidential Information of the other party in its possession or control, and certify in writing that it has done so, unless otherwise agreed in writing by both parties. 

The provisions of this document that are intended to survive the termination or expiry of this document will remain in full force and effect, including clauses 3, 4, 5, and 7. 

This document constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, or representations, whether oral or written, in relation to the Services. 

This document may not be amended, modified, or waived, in whole or in part, except by a written instrument signed by both parties. 

Neither party may assign, transfer, or subcontract any of its rights or obligations under this document, without the prior written consent of the other party, which will not be unreasonably withheld or delayed. 

Nothing in this document will create or imply any partnership, joint venture, agency, or fiduciary relationship between the parties, or any relationship of employer and employee. Each party will act as an independent contractor and will have no authority to bind or commit the other party. 

Any notice or communication required or permitted under this document will be in writing and will be delivered by hand, by registered mail, by email, or by any other means agreed by the parties, to the address or email address of the other party specified in the SOW or as otherwise notified in writing by the other party. Any notice or communication will be deemed to have been received on the date of delivery, if delivered by hand, on the date of posting, if sent by registered mail, or on the date of transmission, if sent by email, unless the contrary is proved. 

If any provision of this document is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of this document will continue in full force and effect, as if this document had been executed without the invalid, illegal, or unenforceable provision. 

This document will be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales for any dispute or claim arising out of or in connection with this document.