Terms & Conditions
LAST UPDATED: 11/12/2022
IT IS AGREED as follows:-
1 INTERPRETATION
AND DEFINITIONS
1.1 Unless the context otherwise requires,
references to the singular include the plural and references to the masculine
include the feminine, and vice versa.
1.2 The headings contained in the Agreement
are for convenience only and do not affect their interpretation.
1.3 A reference to a particular law is a reference to it as it is
in force for the time being taking account of any amendment, extension, or
re-enactment and includes any subordinate legislation for the time being in
force made under it.
1.4 The Schedule(s) form part of this Agreement and shall have
effect as if set out in full in the body of this Agreement. Any reference to
this Agreement includes the Schedule(s).
1.4.1 The following definitions apply in this Agreement:
“Client” means the person, firm or corporate body
together with any subsidiary or associated company as defined by the Companies
Act 2006 requiring the services of the Supplier and as identified in the Schedule(s).
“Supplier” means the person, firm or corporate body
together with any subsidiary or associated company as defined by the Companies
Act 2006 providing the services to the Client and as identified in the Schedule(s).
“Intellectual Property
Rights”
patents, utility models, rights to Inventions,
copyright and neighbouring and related rights, moral rights, trade marks and
service 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.
“Invention” any invention, idea, discovery, development, improvement or innovation made by
the Supplier in connection with the provision of the Supplier Services, whether
or not patentable or capable of registration, and whether or not recorded in
any medium.
“Works” all records, reports,
documents, papers, drawings, designs, transparencies, photos, graphics, logos,
typographical arrangements, software programs, inventions, ideas, discoveries,
developments, improvements or innovations and all materials embodying them in
whatever form, including but not limited to hard copy and electronic form,
prepared by the Supplier in connection with the provision of the Supplier
Services.
2 THE SUPPLIER
2.1 The Supplier's obligation to provide the
Supplier Services shall be performed by one or more Worker(s) (“the Worker(s)”)
of the Supplier as the Supplier may consider appropriate.
2.2 The Supplier has the right, at its own
expense, to enlist additional or substitute workers in the performance of the Supplier
Services or may, sub-contract all or part of the Supplier Services, provided
that the Supplier provides details, whenever requested to do so, of the
substitute or sub- contractor ahead of the planned substitution.
2.3 Where the Supplier provides a substitute
or sub-contracts all or part of the Supplier Services pursuant to clause 2.2
above, the Supplier shall be responsible for paying the substitute or sub-contractor
and shall ensure that any agreement between the Supplier and any such
substitute or sub-contractor shall contain obligations which correspond to the
obligations of the Supplier under the terms of this Agreement and the Supplier
shall remain responsible for the acts or omissions of any such substitute or
sub-contractor.
2.4 The Supplier shall take all reasonable
steps to avoid any unplanned changes of Worker assigned to the performance of
the Supplier Services but if the Supplier is unable for any reason to perform
the Supplier Services the Supplier should inform the Client as soon as
reasonably practicable on the first day of unavailability and in such case shall
provide a substitute subject to the provisions of clause 2.2.
2.5 In the event that the Supplier is
unable to supply either the original personnel or acceptable substitutes or sub-contractors
for a period of one week or more then the Client is entitled to terminate this
Agreement forthwith upon written notice.
2.6 The Schedule(s) shall specify the
Client, the fee payable by the Client and such disbursements as may be agreed
and any other relevant information.
2.7 The Client acknowledges and accepts that
the Supplier is in business on its own account and the Supplier shall be
entitled to seek, apply for, accept and perform contracts to supply its
services to any third party during the term of this Agreement.
3 THE
CONTRACT
3.1 This Agreement governs the performance
of the Services to be undertaken by the Supplier for the Client.
3.2 The Supplier shall not be required to
provide any advice and assistance in addition to the Supplier Services and any
requests to provide such additional advice and assistance shall be subject to
the prior written approval of the Supplier (at its sole discretion) and
agreement between the Supplier and the Client as to the level of fees payable
for such additional advice and assistance. In the event that such additional
advice and assistance is agreed, the Supplier must notify the Client of the
terms upon which such additional services will be provided including details of
any new fee arrangements in order that the fee arrangement between the Supplier
and Client as set out in the Schedule(s) may be adjusted accordingly and agreed
before provision of such additional services begins.
3.3 No variation or alteration of these
terms shall be valid unless agreed with the Client and the Supplier in writing
except where changes to the Supplier Services are necessary to comply with
applicable safety and other statutory or regulatory requirements, in which case
the Supplier may make such necessary changes without prior notification to the
Client.
4 UNDERTAKING
OF THE SUPPLIER
4.1 The Supplier warrants to the Client that
by entering into and performing its obligations under this Agreement it will
not thereby be in breach of any obligation which it owes to any third party.
4.2 The Supplier warrants to the Client that
its Workers have the necessary skills and qualifications to perform the Supplier
Services. The costs for any training needed in order to gain such
qualifications and skills shall be at the Supplier’s or Workers’ own expense.
5 SUPPLIER’S
OBLIGATION
5.1 The Supplier agrees on its own part and
on behalf of its Workers as follows:-
5.1.2 to comply with any statutory rules or
regulations including but not limited to those relating to health and safety,
together with such procedures of the Client as the Client notifies the Supplier
and/or its Workers that it is essential that the Supplier and its Workers
comply with to properly perform the Supplier Services (including for example
where the Supplier Services are to be performed at the premises of the Client
the health and safety policy and security arrangements) during the performance
of the Supplier Services. Subject to the rules and regulations which the Client
notifies the Supplier and/or its Workers that it is essential that the Supplier
and its Workers comply with the Supplier and its Workers shall not be bound by
the policies and procedures which an employee of the Client would be bound by;
and
5.1.3 to furnish the Client with any progress
reports as may be requested from time to time.
6 EQUIPMENT
6.1 The Supplier shall provide at its own
cost, all such necessary equipment as is reasonable for the satisfactory
performance by the Worker and any substitutes and sub-contractors of the Supplier
Services.
6.2 If, per the Services the Supplier is
engaged to undertake as detailed in the Schedule(s), a requirement exists for
the Supplier to administer, either physically or logically, equipment that is
owned by the Client and for the purposes of carrying out the Supplier Services,
the Supplier shall be responsible for ensuring that they preserve the security
and condition of such equipment. If and to the extent that any equipment is
lost while in the Supplier’s possession, the Supplier shall be responsible for
the cost of any necessary repairs or replacement.
7 METHOD OF
PERFORMING SERVICES
7.1 The Supplier’s workers are professionals
who will use their own initiative as to the manner in which the Supplier Services
are delivered provided that in doing so the Supplier shall co-operate with the
Client and comply with all reasonable and lawful requests of the Client.
7.2 The Supplier may provide the Supplier
Services at such times and on such days as the Supplier shall decide but shall
ensure that the Supplier Services are provided at such times as are necessary
for the proper performance of the Supplier Services.
7.3 The relationship between the parties is
between independent companies acting at arm’s length and nothing contained in
this Agreement shall be construed as constituting or establishing any
partnership or joint venture or relationship of employer and employee between
the parties or their personnel.
7.4 Where the proper performance of the Supplier
Services is dependent on the completion of tasks or services by third parties
(including employees of the Client but excluding any substitute or sub
contractor of the Supplier), the Supplier shall have no liability to the Client
for any delay, non or partial performance of the Supplier Services arising from
the delay or non or partial performance of such tasks by third parties.
7.5 The Supplier may provide the Supplier
Services from such locations as are appropriate in the Supplier’s judgment.
When necessary, the Client will provide the Supplier with appropriate access to
the Client’s facilities as is necessary for the effective conduct of the Supplier
Services.
7.6 The Client shall have no right to, nor
shall seek to, exercise any direction, control, or supervision over the Supplier
in the provision of the services. The Supplier shall endeavor to co-operate
with the Client’s service-related requests within the scope of the services,
however it is acknowledged that the Supplier shall have autonomy over their
working methods.
7.7 The Supplier may at any time and without
giving the client prior notification, make any changes to the specified service
which are necessary to comply with any applicable safety or other statutory
requirements, or make any changes to the specified service which do not
materially affect the nature or quality of the specified service.
7.8 The
Supplier shall have complete discretion concerning which of its personnel
perform the services and may provide a substitute whenever necessary. The Supplier
warrants that such personnel will be adequately skilled and qualified. The Supplier
shall bear any costs involved in providing a substitute.
8 INVOICING
8.1 The Supplier shall obtain an electronic
record from an authorised representative of the Client as verification of
execution of the Supplier Services (“Completion”).
8.2 Upon Completion, or as may be agreed
and specified in the Schedule(s), the Supplier shall deliver to the Client its
invoice for the amount due from the Client to the Supplier giving a detailed
breakdown showing the work performed. The Supplier’s invoice should bear the Supplier’s
name, company registration number, VAT number and should state any VAT due on
the invoice.
8.3 The Client shall not be obliged to pay
any fees to the Supplier unless an invoice has been properly submitted by the Supplier
in accordance with sub-clause 8.2 of this Agreement.
9 FEES
9.1 Subject to the receipt of the Supplier’s
invoice in accordance with clause 8 above, the Client will pay the Supplier
within 7 days of receipt of the Supplier’s invoice.
9.2
The Supplier shall be responsible
for any PAYE Income Tax and National Insurance
Contributions and any other taxes and deductions payable in
respect of its Workers in respect of the Supplier Services.
9.3 All payments will be made to the Supplier
by a method which gives immediately available funds.
9.4 If the Supplier shall be unable for any
reason to provide the Supplier Services to the Client, no fee shall be payable
by the Client during any period that the Supplier Services are not provided.
10 OBLIGATIONS
OF THE CLIENT
10.1 Throughout the term of this Agreement the
Client shall pay the Supplier in accordance with clause 9.1 above.
10.2 The Client shall furnish the Supplier with
sufficient information about the Supplier Services in order for the Supplier to
arrange for the Supplier Services to be carried out.
10.3 The Client will advise the Supplier of any
health and safety information or advice which may affect the worker(s), during the performance of the Supplier
Services.
11 TERM OF
THE AGREEMENT
11.1 This Agreement shall commence in accordance
with the Schedule(s) and shall either (as specified in the Schedule(s))
continue until Completion or the termination date as specified in the Schedule(s),
at which time this Agreement shall expire automatically, unless previously
terminated by either party giving the required notice as set out in the Schedule(s).
11.2 Notwithstanding sub-clause 12.1 of this
Agreement, the Client may at any time with one week’s written notice instruct
the Supplier to cease work on the Supplier Services, where:
11.2.1 the Supplier has committed any serious or
persistent breach of any of its obligations under this Agreement;
11.2.2 the Supplier has not observed any condition
of confidentiality applicable to the Supplier under this Agreement; or
11.2.3 the Supplier Services are, in the reasonable
opinion of the Client, unsatisfactory
11.2.4 the Supplier is in breach of any statutory
obligations or acting in breach of such procedures of the Client as the Client
notifies the Supplier and/or its Workers that it is essential that the Supplier
and its Worker(s) comply with to properly perform the Supplier Services;
11.2.5 performance of the Supplier Services is
prevented for one week or more by the incapacity of the Workers and the Supplier
is unable to provide a replacement Worker(s), or a suitable substitute or sub-contractor
pursuant to the provisions of clause 2.2; and
11.2.6 the Supplier
becomes insolvent, dissolved or subject to a winding up petition.
11.3 The provisions of clause 11.2 shall
equally apply to any party performing the Supplier’s obligations as provided
for in clause 2.
11.4 Upon Completion or termination of the Supplier
Services, the Client shall be under no obligation to offer the Supplier further
work, nor shall the Supplier be under any obligation to accept any offer of
work made by the Client.
12 INTELLECTUAL
PROPERTY
12.1 The Supplier hereby
assigns to the Client all future Intellectual Property Rights in the Works and
the Inventions and all materials embodying these rights to the fullest extent
permitted by law. Insofar as they do not vest automatically by operation of law
or under this Agreement, the Supplier holds legal title in these rights and
inventions on trust for the Client.
12.2 The Supplier agrees:
12.2.1 to notify to the Client in
writing full details of any Inventions promptly on their creation;
12.2.2 to keep confidential details of all
Inventions;
12.2.3 whenever requested to do
so by the Client (at the Client’s sole cost) and in any event on Completion,
promptly to deliver to the Client all correspondence, documents, papers and
records on all media (and all copies or abstracts of them), recording or
relating to any part of the Works and the process of their creation which are
in its possession, custody or power;
12.2.4 not to register nor
attempt to register any of the Intellectual Property Rights in the Works, nor
any of the Inventions, unless requested to do so by the Client (at the Client’s
sole cost); and
12.2.5 to do all acts necessary
(at the Client’s sole cost) to confirm that absolute title in all Intellectual
Property Rights in the Works and the Inventions has passed, or will pass, to
the Client.
12.3 The Supplier warrants to
the Client that:
12.3.1 it has not given and will
not give permission to any third party to use any of the Works or the
Inventions, nor any of the Intellectual Property Rights in the Works;
12.3.2 it is unaware of any use
by any third party of any of the Works or Intellectual Property Rights in the
Works; and
12.3.3 the use of the Works or
the Intellectual Property Rights in the Works by the Client will not infringe
the rights of any third party.
12.4 The Supplier agrees to
indemnify the Client and keep it indemnified at all times against all or any proper
and reasonable costs, actionable claims, damages or expenses properly incurred
by the Client with respect to any intellectual property infringement claim directly
relating to the Works or Inventions supplied by the Supplier to the Client
during the course of providing the Services. The Supplier shall maintain
adequate liability insurance coverage and shall supply a copy of the policy to
the Client on request.
12.4 The
Supplier acknowledges that, except as provided by law, no further fees or
compensation other than those provided for in this Agreement are due or may
become due to the Supplier in respect of the performance of its obligations
under this clause 12.
12.5 The Supplier undertakes (at
the sole expense of the Client) at any time either during provision of the Supplier
Services or after Completion to execute all documents, make all applications,
give all assistance and do all acts and things as may, in the reasonable opinion
of the Client be necessary to vest the Intellectual Property Rights in, and to
register them in, the name of the Client and to defend the Client against
claims that works embodying Intellectual Property Rights or Inventions infringe
third party rights, and otherwise to protect and maintain the Intellectual
Property Rights in the Works and the Inventions.
13 CONFIDENTIALITY
13.1 In order to protect the confidentiality and
trade secrets of the Client and without prejudice to every other duty to keep
secret all information given to it or gained in confidence the Supplier agrees
on its own part and on behalf of its Workers as follows:-
13.1.1 not at any time whether during or after the
performance of the Supplier Services (unless as a necessary part of the
performance of its duties) to disclose to any person or to make use of any of
the trade secrets or confidential information of the Client with the exception
of information already in the public domain and any use or disclosure required
by law;
13.1.2 to deliver up to the Client (as directed) on
Completion all documents and other materials belonging to the Client (and all
copies) which are in its possession including documents and other materials
created by it or the Worker(s) during the course of the Supplier Services; and
13.1.3 to, not at any time, make any copy, abstract,
summary or précis of the whole or any part of any document or other material
belonging to the Client except when required to do so in the course of its
duties under this Agreement in which event any such item shall belong to the
Client.
13.2 The Supplier shall use reasonable endeavors
to procure that the provisions of this clause 13 shall also apply to any
subcontractor performing the Supplier’s obligations provided for in clause 2.
14 COMPUTER
EQUIPMENT
14.1 The Supplier shall use reasonable endeavors
to ensure that any computer equipment and associated software which it provides
to its Workers for the purpose of providing the Supplier Services contains
anti-virus protection with the latest released upgrade from time to time.
15 RELATIONSHIP
BETWEEN THE CLIENT AND SUPPLIER
15.1 The Supplier acknowledges to the Client
that there is no intention on the part of the Supplier, the Worker(s) or the
Client to create an employment relationship between any of those parties and
that the responsibility of complying with all statutory and legal requirements
relating to the Workers(s), (including but not limited to the payment of
taxation, maternity payments and statutory sick pay) shall fall upon and be
discharged wholly and exclusively by the Supplier. In the event that any person
should seek to establish any liability or obligation upon the Client on the
grounds that any of its Workers are an employee of the Client, the Supplier
shall upon demand indemnify the Client and keep them indemnified in respect of
any such liability or obligation and any related proper and reasonable costs
expenses or other losses which the Client shall properly incur as a direct
result of such liability.
15.2 The Client is under no
obligation to offer further contracts or services to the Supplier nor is the Supplier
under obligation to accept such contracts or services if offered. The Supplier
is not obliged to make its services available except for the performance of its
obligations under this Agreement. Both parties agree and intend that there be
no mutuality of obligations either during or following the agreement,
whatsoever.
16 NOTICES
16.1 All notices which are required to be given
hereunder shall be in writing and shall be sent to the registered office from
time to time of the party upon whom the notice is to be served. Any such notice
may be delivered personally or by first class prepaid post and shall be deemed
to have been served if by hand when delivered, if by first class post 48 hours.
17
LIABILITY
17.1 The Supplier shall be liable for proper and
reasonable loss, damage or injury to the Client arising directly from the deliberate
acts or omissions of the Supplier or its Workers or from the deliberate acts or
omission of any sub-contractor to whom the Supplier sub-contracts the
performance of the Supplier Services during the performance of the Supplier
Services and the Supplier shall indemnify and keep indemnified the Client
against any such proper and reasonable loss, damage or injury provided that the
total aggregate liability of the Supplier shall not exceed £1,000,000.00.
17.2 The Supplier shall ensure the provision of
adequate employer’s liability insurance, public liability insurance and any
other suitable policies of insurance such as professional indemnity insurance
in respect of the Supplier and its Workers during the performance of the Supplier
Services.
17.3
The Supplier shall be liable for any
defects arising as a result of the provision of the
Supplier Services and the Supplier shall rectify at its own
cost such notified defects as may be capable of remedy noting that the
Supplier’s financial obligation in regards of this clause will cease at the
point of acceptance and handover (“Completion”) as outlined in clause 8.1.
17.4 The Supplier acknowledges that the Worker(s)
provided is not an agency worker as defined under the Agency Worker Regulations
2010 and that the Agency Worker Regulations 2010 do not apply in relation to
this Agreement. The Supplier shall indemnify and keep indemnified the Client
against any proper and reasonable losses the Client may properly suffer as a direct
result of any claim made by or on behalf of any of the Workers under the Agency
Worker Regulations 2010.
18 DATA PROTECTION
18.1 The Client may collect and process information relating to the Worker(s)
in accordance with the privacy notice which is <<on the intranet OR
annexed to this Agreement>>.
18.2 Both parties will comply with all applicable requirements of the Data
Protection Legislation. This clause 18 is in addition to, and does not relieve,
remove or replace, a party's obligations under the Data Protection Legislation.
18.3 In this clause 18, Personal Data and Process and Data Subject shall have
the meaning given to those terms in the Data Protection Legislation.
18.4 The parties acknowledge that for the purposes of the Data Protection
Legislation, the Client is the data controller and the Supplier is the data
processor (where Data Controller and Data Processor have the meanings as
defined in the Data Protection Legislation
).
18.5
Without prejudice to the generality of clause 18.2, the Client 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 this agreement.
18.6
Without prejudice to the generality of clause 18.2, the Supplier shall,
in relation to any Personal Data processed in connection with the performance
by the Client of its obligations under this agreement:
(a) process that Personal Data only on the written instructions of the Client
unless the Supplier is required by the laws of any member of the European Union
or by the laws of the European Union applicable to the Supplier to process
Personal Data (Applicable Data
Processing Laws);
(b)
maintain for the duration of the Agreement such appropriate technical
and organisational security measures against unauthorised or unlawful
processing of Personal Data and against accidental loss or destruction of, or
damage to, Personal Data;
(c)
ensure all Personal Data is kept confidential;
(d)
not transfer any Personal Data outside of the European Economic Area
unless the prior written consent of the Client has been obtained and the
following conditions are fulfilled:
(i)
the Client or the Supplier has provided appropriate safeguards in
relation to the transfer;
(ii)
the data subject has enforceable rights and effective legal remedies;
(iii)
the Supplier complies with its obligations under the Data Protection
Legislation by providing an adequate level of protection to any Personal Data
that is transferred; and
(iv)
the Supplier complies with reasonable instructions notified to it in
advance by the Client with respect to the processing of the Personal Data;
(e)
assist the Client, at the Client'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 Client on becoming aware of a Personal Data breach;
(g)
comply with any
reasonable request of the Client to amend, transfer, return or destroy the
Personal Data or any part thereof unless required by Applicable Data Processing
Laws to store the Personal Data; and
(h)
maintain complete and accurate records and information to demonstrate
its compliance with this clause 18.
18.7
The Client consents
to the Supplier engaging any person as a sub-processor (to include any
substitute appointed under clause 2.2) for the Processing of Personal Data. The
Supplier will inform the Client of any intended changes concerning the addition
or replacement of sub-processors, thereby giving the Client the opportunity to
object to such changes. If the Client objects to such a change and the Supplier
does not reasonably able to make such adjustments to remove the objection, the Client
will be entitled to terminate this agreement by giving not less than 30 days’
written notice to that effect to the Supplier.
18.8 If the Supplier
appoints a sub-processor they will put a written contract in place between the Supplier
and the sub-processor that specifies the sub-processor’s Processing activities
and imposes on the sub-processor substantially similar terms to those imposed
on the Supplier in this clause 18. The Supplier will remain liable to the Client
for performance of the sub-processor’s obligations. If the Supplier makes any
transfers of Personal Data outside of the European Economic Area it will comply
with the Data Protection Legislation and the Client will execute such documents
or take such actions as may be required to assist with such compliance.
18.9 It is
acknowledged and agreed between the parties that this clause 18 may be revised
and/or replaced with applicable controller to processor standard clauses or
similar terms forming party of an applicable certification scheme (which shall
apply when agreed between the parties, signed by the parties and attached to
this Agreement).
19 ANTI-BRIBERY AND ANTI-CORRUPTION
19.1 The Supplier shall:
19.1.1 comply with all applicable laws, statutes
and regulations relating to anti-bribery and anti-corruption, including but not
limited to the Bribery Act 2010 (“Relevant
Requirements”);
19.1.2 comply with the Clients’ Anti-Bribery
Policy, as the same may be updated from time to time (“Bribery Policy”);
19.1.3 have and maintain in place throughout the
term of this Agreement its own policies and procedures, including but not
limited to adequate procedures under the Bribery Act 2010, to ensure compliance
with the Relevant Requirements and the Bribery Policy and will enforce them
where appropriate;
19.1.4 promptly report to the Client any request
or demand for any undue financial or other advantage of any kind received by
the Supplier in connection with the performance of this Agreement; and
19.1.5 ensure that its Workers comply with this
clause 19.
19.2 For the purpose of this
clause 19 the meaning of adequate procedures and whether a person is associated
with another person shall be determined in accordance with section 7(2) of the
Bribery Act 2010 (and any guidance issued under section 9 of that Act) and
section 8 of that Act respectively.
20 ILLEGALITY
20.1 If any provision or term of this Agreement
shall become or be declared illegal, invalid or unenforceable for any reason
whatsoever including, but without limitation, by reason of the provisions of
any legislation or other provisions having the force of law or by reason of any
decision of any Court or other body or authority having jurisdiction over the
parties of this Agreement such terms or provisions shall be divisible from this
Agreement and shall be deemed to be deleted from this Agreement and the
remainder of the provisions shall continue in full force and effect provided
always that if any such deletion substantially affects or alters the commercial
basis of this Agreement the parties shall negotiate in good faith to amend the
modify the provisions and terms of this Agreement as necessary or desirable in
the circumstances.
21 ENTIRE
AGREEMENT
21.1 This Agreement
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.
21.2 Each party acknowledges
that in entering into this Agreement 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 this Agreement.
21.3 Each party agrees that
it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any
statement in this Agreement.
21.4 Nothing in this clause shall limit or
exclude any liability for fraud.
22 COUNTERPARTS
22.1 This Agreement may be
executed in any number of counterparts, each of which, when executed and
delivered, shall constitute a duplicate original, but all the counterparts
shall together constitute the one agreement.
23 THIRD PARTY RIGHTS
23.1 Except
as expressly provided elsewhere in this Agreement, a person who is not a party
to this Agreement shall not have any rights under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement. This does not
affect any right or remedy of a third party which exists, or is available,
apart from that Act.
23.2 The
rights of the parties to terminate, rescind or agree any variation, waiver or
settlement under this Agreement are not subject to the consent of any other
person.
24 FORCE
MAJEURE
24.1 The Supplier shall not be liable for any
breaches of its obligations under this Agreement resulting from causes beyond
its reasonable control including but not limited to Acts of God, enemy, fire,
flood, explosion or other catastrophe.
25 GOVERNING
LAW AND JURISDICTION
25.1 This Agreement shall be construed in
accordance with the laws of Scotland and all disputes, claims or proceedings
between the parties relating to the validity, construction or performance of
this Agreement shall be subject to the exclusive jurisdiction of the Courts of Scotland.
LAST UPDATED: 06/07/2022
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if you purchase goods from our Site, our Terms and conditions of supply will apply to the sales.
Information about us
Our Site is owned and operated by EasyIP Ltd, a company registered in Scotland (company number SC327053) with a registered office at First Floor, 4 Earl’s Court, GRANGEMOUTH, FK3 8ZE. Our VAT number is 948916096. We are a limited company.
Changes to these terms
We may revise these terms of use at any time by amending this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you.
Changes to our Site
We may update our Site from time to time, and may change the content at any time. However, please note that any of the content on our Site may be out of date at any given time, and we are under no obligation to update it.
We do not guarantee that our Site, or any content on it, will be free from errors or omissions.
Accessing our site
Our Site is made available free of charge.
We do not guarantee that our Site, or any content on it, will always be available or be uninterrupted. Access to our Site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our Site without notice. We will not be liable to you if for any reason our Site is unavailable at any time or for any period.
You are responsible for making all arrangements necessary for you to have access to our Site.
You are also responsible for ensuring that all persons who access our Site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
Our Site is directed to people residing in the United Kingdom. We do not represent that content available on or through our Site is appropriate or available in other locations. We may limit the availability of our Site or any product described on our Site to any person or geographic area at any time. If you choose to access our Site from outside the United Kingdom, you do so at your own risk.
Your account and password
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at info@easyip.co.uk.
Intellectual property rights
We are the owner or the licensee of all intellectual property rights on our Site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our Site for your personal use and you may draw the attention of others within your organisation to content posted on our Site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our Site must always be acknowledged.
You must not use any part of the content on our Site for commercial purposes without obtaining a licence to do so from us or our licensors.
If you print off, copy or download any part of our Site in breach of these terms of use, your right to use our Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
No reliance on information
The content on our Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Site.
Although we make reasonable efforts to update the information on our Site, we make no representations, warranties or guarantees, whether express or implied, that the content on our Site is accurate, complete or up-to-date.
Limitation of our liability
Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by Scottish law.
To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our Site or any content on it, whether express or implied.
We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), any indirect or consequential losses, breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
use of, or inability to use, our Site; or
use of or reliance on any content displayed on our Site.
If you are a business user, please note that in particular, we will not be liable for:
loss of income or revenue;
loss of business;
loss of anticipated savings;
loss of data
If you are a consumer user, please note that we only provide our Site to you for domestic and private use. You agree not to use our Site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Site or to your downloading of any content on it, or on any website linked to it.
We assume no responsibility for the content of websites linked on our Site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any goods by us to you, which will be set out in our terms and conditions of supply.
Viruses
We do not guarantee that our Site will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform in order to access our Site. You should use your own virus protection software.
You must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site will cease immediately.
Linking to our site
You are not permitted (nor will you assist others) to set up links from your own websites to the Site (whether by hypertext linking, deep-linking, framing, toggling or otherwise) without our prior written consent, which we may grant or withhold at our absolute discretion.
If you wish to make any use of content on our Site other than that set out above, please contact info@easyip.co.uk. We reserve the right to withdraw linking permission without notice.
Third party links and resources in our Site
Where our Site contains links to other sites and resources provided by third parties, these links are provided for your information only.
We have no control over the contents of those sites or resources.
Applicable law
If you are a consumer, please note that these terms of use, its subject matter and its formation, are governed by Scottish law. You agree to that the courts of Scotland will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland or England & Wales you may also bring proceedings in Northern Ireland or England & Wales.
If you are a business, these terms of use, its subject matter and its formation (and any non-contractual disputes or claims) are governed by Scottish law. We both agree to the exclusive jurisdiction of the courts of Scotland.
Contact us
To contact us, please email info@easyip.co.uk.
