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PURO VENTURES LTD T/A SPEEDY FREIGHT – SUPPLIER TERMS AND CONDITIONS

Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

Agreement means the agreement which comes into existence between the Company and the Contractor and which is subject to these Terms and Conditions and will include any term or condition specified by the Company in any proposal it has published and which leads to an agreement between the parties hereto.

Business Day means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London.

Company means PURO VENTURES LTD T/A SPEEDY FREIGHT, Company No. 05822614, Registered Office Puro House, Unit 2 The Pavilions Cranford Drive, Knutsford Business Park, Knutsford, Cheshire, United Kingdom, WA16 8ZR

Company Materials means all and any equipment, including (but not by way of limitation) uniforms, vehicles, computer and IT based equipment, mobile communication devices, tracking devices, and all and any documents, information, items and materials in any form (whether owned by the Company or a third party), which are provided by the Company to the Contractor in connection with the Services.

Confidential Information means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).

Contractor means the individual or company agreeing to provide Services for the Company.

Customer means any customer of the Company on whose behalf the Contractor is providing the Services or a customer or client of the Company’s customer.

Date means the date upon which the agreement between the Company and the Contractor came into existence.

Fees means any and all sums due under the Agreement from the Company to the Contractor, as specified in Clause 8 or otherwise agreed between the Parties from time to time.

Goods means all Customer products and/or goods together with any packaging or containers in which they are transported or stored for which the Contractor shall be responsible for providing the Services.

Purchase Order means the purchase order provided by the Company to the Contractor requesting the Services.

Services means the services to be provided by the Contractor to the Company in accordance with these Terms and Conditions or as detailed in any proposal published by the Company.

Term means the term of the Agreement as set out in Clause 10.

1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;

1.2.4 references to “the Contractor” will, where the context so admits, include any director of the Contractor and any employee, agent, sub-contractor or representative of the Contractor;

1.2.5 a Schedule is a schedule to these Terms and Conditions;

1.2.6 a Clause or paragraph is a reference to a clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and

1.2.7 a “Party” or the “Parties” refers to the parties to these Terms and Conditions.

1.2.8 The headings used in these Terms and Conditions are for convenience only and will have no effect upon the interpretation of these Terms and Conditions.

1.3 Words imparting the singular number will include the plural and vice versa.

1.4 References to any gender will include the other gender.

1.5 References to persons will include corporations.

1.6 The words and phrases in the left-hand column of the table at the head of these Terms and Conditions will have the meanings ascribed to them in the right hand column of that table.

COMMENCEMENT AND DURATION

2.1 The Agreement will commence on the Date and will last until terminated in accordance with the provisions of these Terms and Conditions.

2.2 The Contractor will provide the Services from the date specified by the Company.

PROVISION OF THE SERVICES

3.1 The Contractor agrees to:

3.1.1 perform the Services with the highest level of care, skill and diligence in accordance with best practice in the Contractor’s industry, profession or trade;

3.1.2 co-operate with the Company in all matters relating to the Services, and comply with the Company’s instructions;

3.1.3 before the date referred to in clause 2.2, obtain and maintain during the period in which the Services are being undertaken, all necessary licences and consents and comply with all relevant legislation in relation to the provision of the Services and specifically, but not by way of limitation, that it holds a valid and effective Goods Vehicle Operator’s Licence for all of the Goods which it will carry for the Company pursuant to these Terms and Conditions;

3.1.4 provide a reasonable and timely response, in the event that the Company requires the decision, approval, consent or any other communication from the Contractor in order to continue with the provision of the Services or any part thereof at any time.

3.1.5 observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Company’s premises or at any site at which the Contractor provides the Services;

3.1.6 hold all Company Materials in safe custody at its own risk, maintain such Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisations;

3.1.7 not do or omit to do anything which may cause the Company to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business;

3.1.8 at all times before it commences the Services to verify that the Goods are not dangerous or hazardous before they are loaded unless the Company and the Contractor have previously agreed that the Contractor will carry dangerous or hazardous Goods;

3.1.9 at all times when it is providing the Services to provide them in a way which does not cause a nuisance or annoyance to others and not in a manner which would, in any way, cause damage to the reputation of the Company; and

3.1.10 at all times when performing the Services to comply with all and any codes of conduct published by the Company from time to time.

3.2 The Contractor warrants as follows:

3.2.1 that each of its personnel who carry out the Services for the Contractor under these Terms and Conditions holds a full United Kingdom driving licence permitting such personnel to drive the type of vehicle which is being driven, and that, before the Date, it has disclosed to the Company all endorsements recorded on such licence;

3.2.2 that, in respect of its Goods Vehicle Operator’s Licence, it has not been suspended, revoked, curtailed or otherwise limited in any manner and that the Date and for the three years prior to the Date there have been no investigations in respect of such licence;

3.2.3 that on the Date it is not aware of any circumstances which would or might lead to an endorsement on such licence;

3.2.4 that it has disclosed all convictions whether relating to Road Traffic Act offences or otherwise which would or might affect the decision of any insurer of the Company to provide the Company with any form of insurance cover in relation to the Services or any part of them;

3.2.5 that it will immediately inform the Company of any conviction of any nature to which it or any of its personnel carrying out the Services or any part thereof is subjected and of any investigations which may have an effect on the Goods Vehicle Operator’s Licence held by the Contractor and of the full circumstances surrounding such conviction or investigation;

3.2.6 that it will not use any additional or substitute labour permitted to be used under the terms of these Terms and Conditions unless and until that additional or substitute labour has provided a warranty to the Company in terms similar in all respects to those contained in sub-Clauses 3.2.1 to 3.2.5;

3.2.7 that on the Date it holds and will during the term of the Agreement and for a period of 6 years after the expiry or termination of the Agreement, with a reputable insurance company, professional indemnity insurance in the sum of £5,000,000 and shall, on the Company’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium;

3.2.8 that if it agrees to transport dangerous or hazardous Goods on behalf of the Company, those Goods will be transported only using a vehicle and/or trailer which has a current and valid ADR Test Certificate, which is available at all times whilst such Goods are being transported and that, at all times, such transport will be supervised by a fully and properly qualified Dangerous Goods Safety Advisor.

3.3 The Contractor agrees that the breach of any part of Clause 3.8 will amount to a breach of a fundamental term and allow the Company, immediately and without notice or compensation, to terminate the Agreement.

3.4 The Contractor consents to the Company conducting and retaining reasonable searches and enquiries with credit reference and other agencies in relation to the creditworthiness of the Contractor and all and any of its directors.

3.5 The Contractor will, within three Business Days of any request by the Company and at no charge to the Company, supply it with copies of all current Goods Vehicle Operator’s Licences, Drivers’ Licences (for any of the personnel of the Contractor providing the Services), insurance policies and certificates required by these Terms and Conditions and all and any other documentation reasonably required by the Company to ensure that the Contractor is complying with these Terms and Conditions.

3.6 If the Contractor is unable to perform the Services at any time due to illness, accident or for any other reason:

3.6.1 it shall not be entitled to receive any payment for those periods when it is not able to perform the Services;

3.6.2 it will immediately (and no later than two hours in advance of the time it has agreed to be available to perform the Services) notify the Company and either:

3.6.2.1 agree alternative arrangements with the Company, including, if appropriate, the provision of an alternative person to provide the Services (subject to such conditions as the Company, in its sole discretion, wishes to impose); or

3.6.2.2 if no alternative arrangements can be made within a reasonable time, the Company may terminate the Agreement and appoint a replacement service provider.

3.7 If the Contractor is, for any reason, unable to effect a collection or delivery of Goods by reason of a default by the Customer then the following provisions will apply:

3.7.1 the Contractor will allow up to one hour for the default to be resolved so that the collection or delivery can be effected at no charge to the Company;

3.7.2 if, at the end of the period referred to in sub-Clause 3.7.1, the default has not been resolved and the collection or delivery cannot be effected, the Contractor will contact the Company for instructions as to how to resolve the situation;

3.7.3 the Company will, if it in its sole discretion decides, pay to the Contractor an additional Fee (of not more than £10.00 per hour) if the Company requires the Contractor to wait;

3.7.4 if the Company requires the Contractor to wait, in order that the collection or delivery may be effected, the Contractor will remain at the Customer’s site until the collection or delivery can be effected or until the Company has agreed alternative arrangements with the Contractor.

3.8 The Contractor will at all times ensure that it and any of its employees comply with the Code of Conduct set out in Schedule 1.

PERFORMANCE REVIEW

4.1 The Company may review (but not more than once during any period of six months) and the Contractor will co-operate fully with such review into the conduct and performance of the Contractor throughout the term of the Agreement and such review may include regular service level reviews of:

4.1.1 the Contractor’s knowledge of and compliance with the requirements of these Terms and Conditions;

4.1.2 the Contractor’s reliability and record of communications, time keeping, attendance and completion of any training offered by the Company;

4.1.3 the personal qualities, such as neatness of appearance and uniform and general attitude of those personnel of the Contractor who carry out the Services on its behalf;

4.1.4 the condition of any vehicle/s and/or equipment used by the Contractor’s vehicle in the provision of the Services;

4.1.5 the nature, effectiveness and validity of all permits, licences and insurances required by these Terms and Conditions;

4.1.6 all and any loss and damage sustained by Goods whilst in the custody of the Contractor and any mis-deliveries or delayed collections/deliveries;

4.1.7 any other loss, damage or injury caused by the Contractor in its provision of the Services.

4.2 If the review referred to in Clause 4.1 provides substantive evidence that the Contractor has failed to achieve the level of performance required under these Terms and Conditions, the Company may treat such failure as a material breach of the Agreement and may terminate it forthwith and without notice.

LOSS AND DAMAGE

5.1 If any Goods in the custody of the Contractor suffer any loss or damage of any nature the Contractor will immediately notify the Company of such loss or damage and will deliver to it a full report of the incident which caused the loss or damage in such form as the Company will, from time to time, specify as soon as reasonably practicable thereafter, and in any event no later than seven days after such incident. The Contractor will, on demand and without any delay, provide the Company with such other information as it may require relating to such incident.

5.2 If such loss or damage is due or suspected to be as the result of criminal action, the Contractor will, within 24 hours of the incident, report the same to the Police.

VEHICLES AND EQUIPMENT

6.1 It is the responsibility of the Contractor at its own expense during the term of the Agreement to provide a suitable vehicle or vehicles and such other equipment as may be required for the proper performance of the Services.

6.2 The Company may, from time to time but without having any contractual commitment to do so, supply certain facilities to the Contractor, including (but not by way of limitation) Company Materials, credit facilities, trailer hire, fuel supplies and washing facilities and the Contractor agrees to comply with any additional conditions imposed by the Company, from time to time, in connection with the use of such facilities.

6.3 Any vehicle or trailer hired or loaned by the Company to the Contractor will be deemed to be in good and undamaged condition (unless otherwise notified by the Contractor to the Company at the time of collection).  The Contractor accepts full liability for any damage or loss incurred to such vehicle or trailer and will insure the equipment accordingly.

6.4 In the event that the Company supplies a tracking device (“Tracker”) to the Contractor, the following additional conditions will apply:

6.4.1 Whilst providing services to the Company, the Contractor will ensure that the Speedy Freight Tracker Application (Tracker) is activated and operational at all times.

6.4.2 If the Tracker ceases to function, then the Contractor will notify the Company as soon as is reasonably practicable and will follow all instructions relating to the Tracker provided by the Company.

6.4.3 The Contractor acknowledges and agrees that the Tracker will record and transmit to the Company (and any entity to which the Tracker is linked) full details of the Contractor’s movements whilst it is operative and whilst the Company will keep such details only for as long as is reasonably necessary and will take reasonable precautions to ensure that any data gathered is used only for the purpose of these Terms and Conditions, the Company will have no liability if any such data is disseminated in any way, other than through the negligence or default of the Company.

COMPANY’S OBLIGATIONS

7.1 The Company will use all reasonable endeavours to provide all pertinent information to the Contractor that is necessary for the Contractor’s provision of the Services.

7.2 The Company may, from time to time, issue reasonable instructions to the Contractor in relation to the Contractor’s provision of the Services.

FEES, PAYMENT AND RECORDS

8.1 The Company will pay the Fees to the Contractor specified in any purchase order supplied by the Company or otherwise agreed in advance with the Contractor and in accordance with the provisions of this Clause 8.

8.2 All payments required to be made pursuant to these Terms and Conditions by either Party will be made within 30 days of the end of the month of invoice by that Party and, in the case of an invoice from the Contractor, bearing the order number supplied by the Company in its purchase order or otherwise.

8.3 Where any payment pursuant to these Terms and Conditions is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.

8.4 Without prejudice to sub-Clause 10.2.1, any sums which remain unpaid following the expiry of the period set out in sub-Clause 8.3 will incur interest on a daily basis at 2% above the base rate of Royal Bank of Scotland plc from time to time until payment is made in full of any such outstanding sums.

8.5 The Contractor will:

8.5.1 keep, or procure that there are kept, such records and books of account as are necessary to enable the amount of any sums payable pursuant to these Terms and Conditions to be accurately calculated; and

8.5.2 at the reasonable request of the Company, allow the Company or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them.

8.6 If the Company disputes a payment in good faith, then the interest payable under Clause 8.4 is only payable after the dispute is resolved, on sums found or agreed to be due, from 30 days after the dispute is resolved until payment.

8.7 The Company may, at any time, without notice to the Contractor, set off any liability of the Contractor to the Company against any liability of the Company to the Contractor, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these Terms and Conditions. Any exercise by the Company of its rights under this Clause shall not limit or affect any other rights or remedies available to it under these Terms and Conditions or otherwise.

8.8 If, for any reason, the Company cancels the Services before the Goods have been collected, the liability of the Company will be limited to a reasonable Fee dependent upon all the circumstances surrounding such cancellation but, in any event, not exceeding the sum of £50.00 for vehicles with a Gross Vehicle Weight less than 3.5 tonnes and for larger vehicles no more than 25% of the agreed job rate.

8.9 The Contractor acknowledges that it holds all Goods which are in its custody, as bailee of the owner of those Goods and will at all times keep them separate and identifiable from any other goods in its possession.

8.10 The Contractor shall have no interest in the Goods and will have no right to claim a lien over or in respect of them.

8.11 The Contractor shall account for and pay to the Company for all moneys (whether cash or cheques) received by it on behalf of the Company from any Customer on the day on which such moneys are received if practicable or on the first Business Day thereafter at the offices of the Company or as it directs.

8.12 All payments due hereunder from the Company to the Contractor are made net of VAT.

LIABILITY, INDEMNITY AND INSURANCE

9.1 The Contractor will ensure that it has in place at all times suitable and valid insurance that will include public liability insurance.

9.2 In the event that the Contractor fails to perform the Services with reasonable care and skill it will carry out any and all necessary remedial action at no additional cost to the Company.

9.3 The Contractor’s total liability for any loss or damage caused as a result of its negligence or breach of these Terms and Conditions will be unlimited.

9.4 Nothing in these Terms and Conditions will limit or exclude the Contractor’s liability for death or personal injury.

9.5 Subject to Clause 9.3 the Contractor will indemnify the Company against any costs, liability, damages, loss, claims or proceedings arising out of the Contractor’s breach of these Terms and Conditions.

9.6 The Company will indemnify the Contractor against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Contractor) caused by the Company or its agents or employees.

9.7 Neither Party will be liable to the other or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

9.8 The Contractor will, at its own expense, obtain and, at all times during the Term keep in force, insurance with a reputable insurer (in a sum and for cover and for amounts specified or approved by the Company) against damage to Goods, death, loss or injury which may occur to any person or property in connection with the provision of the Services including public liability, motor, goods in transit insurance and where appropriate employer’s liability insurance.   The Contractor will make available copies of these to the Company upon request.

9.9 The Contractor will not carry any Goods which are excluded under the policies of insurance mentioned in Clause 9.8.

TERMINATION

10.1 The Company may terminate the Agreement immediately on written notice if the Contractor no longer holds any of the licences or permissions required by these Terms and Conditions or if they, or any of them, are subject to any conditions, endorsements or other provisions which the Company, in its sole discretion, considers would have an adverse effect on the business of the Company.

10.2 Either Party may forthwith terminate the Agreement by giving written notice to the other Party if:

10.2.1 any sum owing to that Party by the other Party under any of the provisions of these Terms and Conditions is not paid within 20 days of the due date for payment;

10.2.2 the other Party commits any other breach of any of the provisions of these Terms and Conditions and, if the breach is capable of remedy, fails to remedy it within 24 hours after being given written notice giving full particulars of the breach and requiring it to be remedied;

10.2.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

10.2.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

10.2.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the other Party under these Terms and Conditions);

10.2.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party; or

10.2.7 the other Party ceases, or threatens to cease, to carry on business.

10.3 The right to terminate the Agreement given by this Clause 10 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

10.4 Any termination of the Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision in these Terms and Conditions which is expressly or by implication intended to come into or continue in force on or after such termination.

EFFECTS OF TERMINATION

Upon the termination of the Agreement for any reason:

11.1 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement will remain in full force and effect;

11.2 subject as provided in this Clause 11 and except in respect of any accrued rights neither Party will be under any further obligation to the other; and

11.3 the Contractor will (except to the extent referred to in Clause 12) immediately cease to use, either directly or indirectly, any Confidential Information, and will immediately return to the Company any documents in its possession or control which contain or record any Confidential Information.

CONFIDENTIALITY

12.1 The Contractor undertakes that, except as provided by sub-Clause 12.2 or as authorised in writing by the Company, it shall at all times during the continuance of the Agreement and after its termination:

12.1.1 keep confidential all Confidential Information;

12.1.2 not disclose any Confidential Information to any other party;

12.1.3 not use any Confidential Information for any purpose other than as contemplated by these Terms and Conditions;

12.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

12.1.5 ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 12.

12.2 Subject to Clause 12.3, the Contractor may disclose any Confidential Information to:

12.2.1 any of its sub-contractors, substitutes or suppliers;

12.2.2 any governmental or other authority or regulatory body; or

12.2.3 any of their employees or officers or those of any party described in sub-Clauses 12.2.1 and 12.2.2;

12.3 Disclosure under Clause 12.2 may be made only to the extent that is necessary for the purposes contemplated by these Terms and Conditions, or as required by law. In each case the Contractor must first inform the recipient that the Confidential Information is confidential.  Unless the recipient is a body described in sub-Clause 12.2.2 or is an authorised employee or officer of such a body, the Contractor must obtain and submit to the Company a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

12.4 The Contractor may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of the Contractor.

12.5 When using or disclosing Confidential Information under Clause 12.4, the Contractor must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.

12.6 The provisions of this Clause 12 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

DATA PROTECTION

The Parties undertake to comply with the provisions of the Data Protection Act 1998 and the General Data Protection Regulations EU (2016/679) and any related legislation in so far as the same relates to the provisions and obligations of these Terms and Conditions.

FORCE MAJEURE

14.1 Neither Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service licensor failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

14.2 If such circumstances continue for a continuous period of more than three months, either Party may terminate the Agreement by written notice to the other Party.

NON-SOLICITATION

15.1 The Contractor undertakes with the Company that it will not during the Agreement or:

15.1.1 for a period of six months after its termination (alone, jointly with or as manager or agent for any person) employ, solicit, interfere with or endeavour to entice away from the Company any person or business who is then or was in the six months preceding such termination a client of the Company; and

15.1.2 for a period of six months after its termination either on its own account or for any other person employ, solicit, interfere with or endeavour to entice away from the Company any person who is then or was in the six months preceding such termination an employee of the Company.   

NO AGENCY, PARTNERSHIP OR EMPLOYMENT

16.1 The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in these Terms and Conditions.

16.2 The Contractor’s relationship to the Company is that of an independent contractor. The Contractor will be responsible for all taxes and contributions (including, but not limited to, income tax and national insurance, where applicable) in respect of all amounts paid or payable to the Contractor under or in relation to the Agreement.

16.3 The Contractor hereby agrees to indemnify the Company in respect of any claims that may be made by the relevant authorities against the Company in respect of any such taxes and/or contributions, including interest and penalties, relating to the Services.

16.4 The Contractor shall be responsible for all of its expenses and, where applicable, VAT.

SEVERANCE

The Parties agree that, in the event that one or more of the provisions of the Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of the Agreement.  The remainder of the Agreement shall be valid and enforceable.

NOTICES

18.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

18.2 Notices shall be deemed to have been duly given:

18.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

18.2.2 when sent, if transmitted by e-mail and a return receipt is generated; or

18.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

18.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address, e-mail address or facsimile number notified to the other Party.

SUCCESSORS AND ASSIGNEES

19.1 The Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assignees, and references to a Party in the Agreement shall include its successors and permitted assignees.  

19.2 In these Terms and Conditions references to a Party include references to a person:  

19.2.1 who for the time being is entitled (by assignment, novation or otherwise) to that Party’s rights under these Terms and Conditions (or any interest in those rights); or  

19.2.2 who, as administrator, liquidator or otherwise, is entitled to exercise those rights,

and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that Party.  For this purpose, references to a Party’s rights under these Terms and Conditions include any similar rights to which another person becomes entitled as a result of a novation of the Agreement.

NATURE OF THE AGREEMENT

20.1 The Agreement is personal to the Parties and neither Party may assign, mortgage or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.

20.2 Notwithstanding the provisions of Clause 20.1, the Company may assign the Agreement to any acquirer of all or of substantially all of the Company’s equity securities, assets or business relating to the subject matter of the Agreement or to any entity controlled by, that controls, or is under common control with the Company.

20.3 The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

20.4 Each Party acknowledges that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in these Terms and Conditions, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

20.5 No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

20.6 In the event that the Contractor seeks to apply terms and conditions upon any agreement with the Company which conflict with the terms and conditions herein contained, these Terms and Conditions will prevail.

THIRD PARTIES

A person who is not a Party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act.

LAW AND JURISDICTION

22.1 The Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

22.2 Any dispute, controversy, proceedings or claim between the Parties relating to the Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

SCHEDULE 1

The Contractor will at all times when engaged in work for the Company comply, and ensure that all of its employees so engaged, with the following Code of Conduct.