Terms and Conditions

Terms and Conditions of Sale

 

1. Interpretation

1.1 Definitions. In these conditions, the following definitions apply:

“We, our, us, the supplier” refers to Precision Proco Group Ltd (registered no. 12746789) whose registered office is at Unit 15 Thames Gateway Park, Chequers Lane, Dagenham, United Kingdom, RM9 6FB. Precision Proco Group Ltd includes the following subsidiaries: Precision Printing Co. Limited (registered no. 01466899), Proco Print Limited (registered no. 03378837), Prime Print Group Limited (registered no. 02233931), Climb Creative Ltd (registered no. 07523310), First2Print Ltd (registered no. 07420834) and EyeCandyShop Limited (registered no. 04873613).

“You, your, customer” refers to the Customer who purchases the Goods and/or Services from us, as detailed in the Order.

“Business Day” means a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.

“Commencement Date” has the meaning set out in clause 2.2.

“Conditions” means these Terms and Conditions as amended from time to time in accordance with clause 24.8.

“Confidential Information” means any information that relates to the business, affairs, operations, customers, processes, budgets, pricing, policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing party, together with all information derived by the receiving party from any such information and any other information clearly designated as being confidential (whether or not it is marked “private”, “confidential” or “restricted”) or which ought reasonably to be considered confidential.

“Contract” means the Contract between The Supplier and the Customer for the supply of Goods and/or Services compromising the Order and these Conditions.

“Customer data” means all data, information, Confidential Information and Personal Data (as defined in the GDPR and the UK Data Protection Bill), provided to us by the Customer for the purpose of supplying the Goods and/or Services which may include (but shall not be limited to) data and information supplied by or relating to the Customers clients.

“Deliverables” means the Deliverables set out in the Order.

“Delivery Location” has the meaning set out in clause 4.1.

“Force Majeure Event” means an event beyond the reasonable control of us including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of god, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

“GDPR” means the EU General Data Protection Regulation.

“Goods” means the Goods (or any part of them) set out in the Order.

“Goods specification” means any specification for the Goods, that is agreed in writing by the Customer and us either in our quotation for the Goods or as otherwise agreed between the Customer and Us.

“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, right in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or un-registered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Order” means the Customer’s Order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form or as otherwise agreed by the parties the basis of which shall be Our quotation for the Goods and/or Services.

“Personal Data” shall have the meaning ascribed to it in the GDPR and the UK Data Protection Bill.

“Service Levels” means the Service Levels (if any) in accordance with which Technical Services are to be provided, which shall be detailed in the agreement for provision of the Technical Services.

“Services” means the Services, including the Deliverables, supplied by us to the Customer as set out in the Order and as more fully described in the relevant Service schedule or proposal document.

“UK Data Protection Bill” means the UK Data Protection Act 2018.

 

1.2 Construction. In these conditions, the following rules apply:

1.2.1) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

2. Basis of Contract

2.1 The order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

2.2 The order shall only be deemed to be accepted when we issue written acceptance of the Order or we commence provision of the Goods and/or Services or we receive your non-refundable deposit payment of the level set out in a deposit invoice, whichever is earlier, at which point and on which date the Contract shall come into existence (“Commencement Date”).

2.3 All of these conditions shall apply to the supply of both goods and services except where application to one or the other is specified.

3. Goods

3.1 The Goods are described in the Goods Specification.

3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of the Goods Specification. This Clause 3.2 shall survive termination of the Contract.

4. Delivery of Goods

4.1 The parties shall specify in the Order as to how the Goods are to be delivered to the Customer. The “Delivery Location” shall be the location set out in the Order or such other location as the parties may agree. A charge may be made to cover any extra costs involved for delivery to a different address.

4.2 Any dates quoted for delivery of the goods are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by Force Majeure Event or the Customer’s failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.3 Should work be suspended at the request of or delayed through any default of the Customer for a period of 14 days we shall then be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.

4.4 If ten (10) Business Days after we notify the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, we may resell or otherwise dispose of part or all of the Goods.

4.5 The customer shall not be entitled to reject the Goods if we deliver up to and including five (5) per cent more or less than the quantity of Goods ordered.

4.6 We may deliver the Goods by instalments, which may be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. Quality of Goods

5.1 We warrant that on delivery, the Goods shall:

5.1.1) conform in all material respects with their description and any applicable Goods Specification;

5.1.2) be free from material defects in design, material and workmanship;

5.1.3) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

5.2 Subject to clause 5.3, if:

5.2.1) the Customer gives notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

5.2.2) We are given a reasonable opportunity of examining such Goods; and

5.2.3) the Customer (if asked to do so by us) returns such Goods to our place of business at the Customer’s cost, we shall, as it’s option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 We shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:

5.3.1) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

5.3.2) the defect arises because the customer failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

5.3.4) the Customer alters or repairs such Goods without the written consent of The Supplier;

5.3.5) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

5.3.6) the Goods differ from their description or any relevant Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.4) Proofs of all work may be submitted for Customer’s approval and we shall incur no liability for any errors not corrected by the customer in proofs so submitted. Customer’s alterations and additional proofs necessitated thereby shall be charged extra. When style, type, layout is left to our judgement, changes therefrom made by the customer shall be charged extra.

6. Title and Risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until we have received payment in full (in cash or cleared funds) for:

6.2.1) the Goods; and

6.2.2) any other goods that We have supplied to the Customer.

7. Supply of Services

7.1 We shall provide the Services to the Customer in accordance with the Service Specification and the relevant Service Schedule in all material respects.

7.2 We shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify the Customer in any such event.

7.4 We warrant to the customer that the Services will be provided using reasonable care and skill.

8. Customers Obligations

8.1 The Customer shall:

8.1.1) ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification and/or the Service Specification are complete and accurate;

8.1.2) co-operate with us in all matters relating to the Services;

8.1.3) provide us with such information and materials as we may reasonably require, to supply the Services and ensure that such information is accurate in all material respects;

8.1.4) obtain and maintain all necessary licenses, permissions and consents which may be required for the Services before the date on which the Services are to start.

8.2 If our performance of any of our obligations in respect of the services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

8.2.1) we shall without limiting our other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer default, and to rely on the Customer default to relieve it from the performance of any of its obligations to the extent the Customer default prevents or delays our performance of any of our obligations;

8.2.2) We shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly rom our failure or delay to perform any of our obligations as set out in this clause 8.2; and

8.2.3) the customer shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer default.

9. Service Levels

9.1 Where applicable, we shall use reasonable endeavours to ensure that the Services meet or exceed the Service Levels.

9.2 If the parties deem necessary, we shall provide the Customer with a regular report detailing its performance in respect of each of the Service Levels.

9.3 If We fail to meet the Service Levels, we shall:

9.3.1) notify the Customer as soon as reasonably practicable;

9.3.2) provide the Customer with a plan to remedy the failure; and

9.3.3) take remedial action to rectify or to prevent the failure from recurring.

10. Change Control

10.1 If either party requests a change to the scope, specification or execution of the Goods and/or Services to be supplied, we shall, within a reasonable time, provide a written estimate to the Customer of:

10.1.1) the likely time required to implement the change;

10.1.2) any necessary variations to our charges arising from the change;

10.1.3) any other impact of the change on the Contract.

10.2 If the Customer wishes us to proceed with the change, the parties shall agree the necessary variations to the charges, the Goods and/or Services and any other relevant terms of the Contract to take account of the change.

11. Charges and Payment

11.1 Subject to any changes made pursuant to clause 10, the price for Goods and the Services shall be the price set out in the Order and any additional costs will be agreed between us and the Customer.

11.2 We shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom we engage in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by us for the performance of the Services, and for the cost of any materials.

11.3 We reserve the right to:

11.3.1) increase our standard fee rates for the charges for the Services. We will give the Customer written notice of any such increase three (3) months before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify us in writing within four (4) weeks of the date of our notice and we shall have the right without limiting our other rights or remedies to terminate the Contract by giving four (4) weeks’ written notice to the Customer; and

11.3.2 increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to us that is due to:

11.3.2.1) any factor beyond the control of us (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

11.3.2.2) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

11.3.2.3) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give us adequate or accurate information or instructions in respect of the Goods.

11.4 In respect of Goods and Services, we shall invoice the Customer on or at any time after completion of delivery or completion of the Services unless agreed otherwise by the parties.

11.5 The Customer shall pay each invoice submitted by us:

11.5.1) within 30 days of receiving the invoice; and

11.5.2) in full and in cleared funds to a bank account nominated in writing by us, and time for payment shall be of the essence of the Contract.

11.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by us to the Customer, the Customer shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

11.7 Without limiting any other right or remedy of ours, if the Customer fails to make any payment due to us under the Contract by the due date for payment (“Due Date”), We shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the then current National Westminster Bank Plc’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

11.8 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights or remedies, set off any amount owing to it by the Customer against any amount payable by us to the Customer.

12. Confidentiality

12.1 Except to the extent set out in this clause 12, or where disclosure is expressly permitted elsewhere in the Contract, each party shall:

12.1.1) treat the other party’s Confidential Information as confidential; and

12.1.2) not disclose the other party’s Confidential Information to any other person without the owner’s prior written consent.

12.2 Clause 12.1 shall not apply to the extent that:

12.2.1) such information was in the possession of the party making the disclosure, without obligation of confidentiality, prior to its disclosure; or

12.2.2) such information was obtained from a third party without obligation of confidentiality; or

12.2.3) such information was already in the public domain at the time of disclosure otherwise than through a breach of this agreement; or

12.2.4) such information was independently developed without access to the other party’s Confidential Information.

12.3 We may only disclose the Customer’s Confidential Information to our personnel who are directly involved in the provision of the Goods and/or Services and who need to know the information. We shall ensure that such personnel are aware of, and comply with, these confidentiality obligations.

12.4 We shall not, and shall procure that our personnel do not, use any of the Customer’s Confidential Information received from the other otherwise than for the purposes of the Contract.

12.5 Nothing in this clause 12 shall prevent either party from using any techniques, ideas or knowledge gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party’s Confidential Information or an infringement of Intellectual Property Rights.

13. Data Protection

13.1 In so far as we process any Personal Data on behalf of the Customer/Controller, we shall:

13.1.1) process the Personal Data only on behalf of the Customer only for the purposes of performing the Contract and only in accordance with instructions contained in the Contract or received from the Customer from time to time;

13.1.2) not otherwise modify, amend or alter the contents of the Personal Data or disclose or permit the disclosure of any of the Personal Data to any third party unless specifically authorised in writing by the Customer;


13.1.3) implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;

 

13.1.4) take reasonable steps to ensure the reliability of any of our personnel who have access to the Personal Data;

 

13.1.5) obtain prior written consent from the Customer before transferring the Personal Data to any sub-contractors in connection with the provision of the Services;

 

13.1.6) ensure that only those personnel who need to access the Personal Data are granted access to such data and only for the purposes of the performance of the Contract and we shall ensure all personnel required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this clause 13;

 

13.1.7) not publish, disclose or divulge any of the Personal Data to any third party unless directed to do so in writing by the Customer;

 

13.1.8) notify the Customer within twenty-four hours (one Business Day) if it receives:

- 13.1.8.1 a request from a Data Subject to have access to that person’s data; or

- 13.1.8.2 a complaint or request relating to the Customer’s obligations under the GDPR and/or UK Data Protection Bill; or

- 13.1.8.3 any other communication relating directly or indirectly to the processing of any Personal Data in connection with the Contract;

 

13.1.9) provide the Customer with full co-operation and assistance in relation to any complaint or request made in respect of any Personal Data.

 

13.1.10) permit the Customer or its external advisers (subject to reasonable and appropriate confidentiality undertakings) to inspect and audit our data processing activities and comply with all reasonable requests or directions by the Customer to enable the Customer to verify and procure that we are in full compliance with our obligations under the Contract and those of the GDPR and UK Data Protection Bill; and

 

13.1.11) not transfer the Personal Data outside the European Economic Area without the prior written consent of the Customer.

13.2 The parties shall, and we shall procure that any sub-contractors shall comply at all times with the GDPR and/or UK Data Protection Bill and shall not perform their obligations under the Contract in such a way as to cause either party to breach any of its obligations under the GDPR and/or UK Data Protection Bill. We shall notify the Customer within twenty-four hours (one Business Day) if we become aware of any breach of the GDPR and/or UK Data Protection Bill by us or any of our sub-contractors in connection with the Contract.

14. Customer Data

14.1 We shall take all necessary, reasonably foreseeable steps to ensure that any Customer Data which comes into our possession or control in the case of providing the Goods and/or Services is protected in accordance with the Security Policy and requirements of the GDPR and UK Data Protection Bill, and in particular we shall not use the Customer Data or reproduce the Customer Data in whole or in part in any form except as may be required by this Contract.

14.2 The parties shall ensure that any Customer Data transferred to the other in the course of the Contract is transferred in a secure and safe manner. The Customer shall be responsible for ensuring that Customer Data transferred to us is transferred securely and safely. We shall not assume responsibility for the Customer Data until such Customer Data is delivered to, and accepted by, us.

14.3 Where the parties transfer Customer Data electronically, they shall ensure that such Customer Data is properly encrypted prior to transfer using an encryption method agreed by the parties.

14.4 The parties shall ensure that any user identifications, passwords, codes or keywords required to access Customer Data are made available only to those personnel who need to know such details for the purpose of providing the Goods and/or Services and that such personnel do not disclose such user identifications, passwords, codes or keywords to unauthorised personnel.

14.5 The parties shall ensure that any personnel involved in the transfer, processing or handling of Customer Personal Data are properly trained and are aware of the importance of ensuring the security of the Customer Data as well as trained properly on the processes and methods used for maintaining the security of such Customer Data.

14.6 If either party believe that there has been a breach of this clause 14, it shall notify the other immediately. Both parties shall take appropriate steps to identify and remedy the breach which may or may not involve temporarily suspending, or permanently removing, personnel access to Customer Data. The reporting of a breach or a suspected breach shall be communicated within twenty-four hours to the ProCo Data Protection Officer by email.

14.7 Both parties shall maintain a list of their respective personnel who have access to Customer Data in relation to the Contract.

15. Limitation of Liability

15.1 Nothing in these Conditions shall limit or exclude Our liability for:

15.1.1) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;

15.1.2) fraud or fraudulent misrepresentation;

15.1.3) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

15.1.4) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

15.1.5) defective products under the Consumer Protection Act 1987.

15.2 Subject to clause 15.1:

15.2.1) We shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under, or in connection with, the Contract; and

15.2.2 Our total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall under no circumstances exceed the value of the Goods and/or Services supplied under this Contract.

15.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

15.4 This clause 15 shall survive termination of the Contract.

16. Termination

16.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

16.1.1) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach;

16.1.2) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

16.1.3) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

16.1.4) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

16.1.5) the other party (being an individual) is the subject of a bankruptcy petition or order;

16.1.6) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

16.1.7) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

16.1.8) a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

16.1.9) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

16.1.10) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.1.2 to clause 16.1.9 (inclusive);

16.1.11) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or

16.1.12) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

16.2 Without limiting our other rights or remedies, we may terminate the Contract:

16.2.1) by giving the Customer three months’ written notice;

16.2.2) with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

16.3 Without limiting our other rights or remedies, we shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and us if:

16.3.1) the Customer fails to pay any amount due under this Contract on the due date for payment; or

16.3.2) the Customer becomes subject to any of the events listed in clause 16.1.2 to clause 16.1.12, or we reasonably believes that the Customer is about to become subject to any of them.

17. Consequences of Termination

On termination of the Contract for any reason:

17.1.1) the Customer shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable by the Customer immediately on receipt;

17.1.2) the Customer shall return all of our Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then we may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

17.1.3) We shall return to the customer, in a safe and secure manner all Customer Data that was transferred to us throughout the duration of the Contract and take reasonable steps to ensure the Customer Data is removed permanently from our systems.

17.1.4) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

17.1.5) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

18. Exit and Transfer

18.1) Subject to clause 19.2, if the Contract terminates or expires for any reason, We shall co-operate with the Customer and/or any incumbent supplier to the extent reasonably required to facilitate the smooth migration of the provision of Goods and/or Services from Us to the Customer and/or the incumbent supplier.

18.2) The Customer shall pay Our charges in respect of the provision of such transitional assistance services.

19. Dispute Resolution Procedure

19.1 The parties shall attempt, in good faith, to resolve any dispute promptly by negotiation which shall be conducted as follows:

19.1.1) the dispute shall be referred, by either party, first to the Senior Managers or Finance Directors of each of the parties for resolution;

19.1.2) if the dispute cannot be resolved by the Senior Managers or Finance Directors of the parties within 14 days after the dispute has been referred to them, each party shall refer the dispute to the Managing Directors of the parties for resolution.

19.2 If the Managing Directors are unable, or fail, to resolve the dispute within 21 days of the dispute being referred to them, either party may refer any dispute for mediation pursuant to this clause 19.2, but neither shall be a condition precedent to the commencement of any court proceedings, and either party may issue and commence court proceedings prior to or contemporaneously with the commencement of mediation.

19.3 If and to the extent that the parties do not resolve any dispute or any issue in the course of any mediation, either party may commence or continue court proceedings in respect of such unresolved dispute or issue.

19.4 Nothing in this clause 21 shall prevent either party from instigating legal proceedings where an order for an injunction, disclosure or legal precedent is required.

20. Anti-Bribery

20.1 The parties shall:

20.1.1) comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);

20.1.2) have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements.

20.1.3) Promptly report to the other any request or demand for any undue financial or other advantage of any kind received in connection with the performance of the Contract.

21. Business Continuity

21.1 We shall operate and maintain a Business Continuity Plan which shall be utilised should a disaster occur which threatens or affects the operation of Our business. We shall produce a copy of the Business Continuity Plan to the Customer on request.

22. General

22.1 Force majeure:

22.1.1) We shall not be liable to the Customer as a result of any delay or failure to perform our obligations under this Contract as a result of a Force Majeure Event.

22.1.2) If the Force Majeure Event prevents us from providing any of the Services and/or Goods for more than four (4) weeks, we shall, without limiting our other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

22.2 Severance:

22.2.1) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

22.2.2) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

22.3 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

22.4 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

22.5 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by us.

22.6 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.