Professional Documents
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S S T C: Upplier Chedule Erms and Onditions
S S T C: Upplier Chedule Erms and Onditions
CLIENT
The Client shall mean the party or parties to the Client Agreement under
which COMMS shall provide the Client with the services of the Supplier for
the Term and the rates set out in the Schedule of Services and as varied
from time to time by agreement in writing between the parties.
1.3
SUPPLIER
The Supplier shall mean the party or parties to the Supplier Agreement
under which COMMS shall purchase the services of the Supplier for the
Term and the rates set out in the Schedule of Services and as varied from
time to time by agreement in writing between the parties.
1.4
REPRESENTATIVE
The Representative shall mean the named individual whom the Supplier
supplies to COMMS to undertake the Schedule of Services as purchased
from the Supplier for the Term and the rates set out in the Schedule of
Services and as varied from time to time by agreement in writing between
the parties.
1.6
INTRODUCTION
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THE
The Supplier shall be responsible for any Special Resource or other such
property provided by COMMS and/or the Client and the Supplier shall fully
and promptly indemnify COMMS from and against all direct, indirect,
consequential liability, loss, damage, injury, replacement costs and
expenses arising as a result of or in connection with the damage to any
special resource(s) or other such property provided to the Supplier by
COMMS and/or the Client
Where the Schedule of Services or country entry requirements indicate
that the commencement of the Agreement is dependent on:
a) Satisfactory credit references and/or approvals or certificates
from relevant authorities being obtained and / or;
b) The granting of security clearances and / or;
c) The granting of other regulatory consents and / or;
d) Professional Indemnity and Public Liability Certificate of
Insurance(s); and/or
e) Professional Qualification, Health and Safety Certificates.
f) Visa and /or Work Permit requirements
In relation to the performance of the Agreement by the Supplier, then the
Agreement shall normally begin when all such clearances, approvals,
references, certificates and consents are obtained and the Supplier shall
not be entitled to any payment prior to such date. Subsequent failure to
produce such evidence, after commencement of the Agreement, could
lead to termination of contract with any costs/ damages incurred, deducted
from the Supplier where appropriate.
2.3
IMPLEMENTATION PLAN
PROJECT SCHEDULE
COMMSRESOURCES
SCHEDULE TERMS AND CONDITIONS
3.3
COMMS or the Client shall, not later than Thirty (30) days following
receipt of the report on the final or interim result, as set forth in the
Consulting Reports sub-clause 3.2 above, approve or reject the
result in writing, in which case COMMS or the Client shall notify the
Supplier of deviations from the Schedule of Services which have
caused rejection. If COMMS or the Client has not rejected the result in
a written notice to the Supplier within Thirty (30) days following
receipt of the relevant report in accordance with the Consulting
Reports sub-clause 3.2 above, the result shall be considered as
approved. At the request of COMMS or the Client, the Supplier shall
assist with the demonstration of the result.
Supplier may not assign this agreement but may substitute a named
representative with the written consent of COMMS. If the Supplier hires
Representatives for the Schedule of Services or part thereof Supplier shall
assume the same responsibility for the work of a Representative(s) as for
their own.
In order to comply with the working time regulations 1998, the Supplier is
obliged to allow the Representative time off provided that notice of time off
for holiday for the Representative shall first be given by the Supplier to
COMMS and, as agent for COMMS, to the Client not less than Fourteen (14)
days prior to the relevant holiday period.
Please note under this EU
Directive all Representatives are entitled to take a 20-minute break when
working more than 6 hours. Further details in regard to rest breaks under
this EU Directive can be provided upon request.
Subject to the provisions of the Rehabilitation of Offenders Act 1974, the
Supplier shall ensure that the Representative does not have any unspent
criminal offence (other than road traffic offences) and has no charge
pending.
In the event of breach of this Agreement by the Supplier the Representative
will, at his or her professional discretion upon receipt of a written request by
COMMS, perform or discharge the obligations of the Supplier due under or
arising from this Agreement.
2.8
ADVICE
At the request of either party, the other party shall give advice to the extent
necessary for the successful completion of the Schedule of Services in
accordance with this Agreement. If this advice is not forthcoming upon
request from the Client, the Supplier must immediately report in writing to
COMMS any deficiency by the Client in providing such instructions and
facilities.
2.9
DOCUMENTS
All documents produced for the Client with regard to the Schedule of
Services e.g. descriptions, drawings, models, tables, photographs, video
grams, discs or other media, shall be prepared and marked in accordance
with the Clients standards.
2.10
APPROVAL
3.3.1 Approval Procedure
COMMS and the Client confirm its acceptance that the Supplier may accept
other Agreements to perform services to other parties, but the Supplier
must guarantee that such other Agreement will not conflict with the services
that are being supplied under this Agreement.
2.7
CONSULTING REPORTS
DELAYS IN DELIVERY
Supplier shall ensure that the services are performed with the
utmost care, skill and diligence and in a professional manner.
4.2
4.3
The Supplier agrees on its own part and on behalf of its officers,
employees and Representatives as follows:
COMPUTER SECURITY
If the Supplier is in any way connected with the Clients information and
data processing systems (Computer Security), or if the latter are used for
the Schedule of Services, the Supplier undertakes to comply with the
Clients security regulations in relation to Computer Security. Supplier shall
furthermore ensure that his Representatives comply with the said
regulations.
The Supplier shall procure that the Representative shall not under any
circumstances import any software onto the systems of the Client without
the prior written consent of the Client. Downloading of inappropriate
material from the Internet or other such sources will constitute a breach of
this Agreement.
3 .....DELIVERY
4.3.3 to be present during the times or for the total number of hours
during each day and/or week in accordance with the Schedule
of Services as may be agreed with COMMS in this Agreement;
3.1
PERMISSION TO CONTINUE
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COMMSRESOURCES
SCHEDULE TERMS AND CONDITIONS
4.3.4 to take all reasonable steps to safeguard its own safety and the
safety of any other person who may be affected by its own
actions in the performance of the services;
4.3.5 to comply with all applicable rules or obligations in force at the
premises where services are performed during this Agreement.
5 .....PAYMENT
Payment for the Agreement may be based on a fixed price or on a quantum
meruit basis. The Schedule of Services shall specify whether the
Agreement is to be executed at a fixed price or on a quantum meruit
payment basis. Unless otherwise specified, the Agreement shall be
considered executed on a fixed price basis.
If the Suppliers work is delayed due to non-provision of a special resource,
which COMMS or the Client is under a contractual obligation to provide, and
if this is not rectified within a reasonable period following a written demand
to that effect by the Supplier, Supplier shall be entitled to reasonable
compensation for extra expenses. The Supplier shall, however, take all
necessary steps to keep such expenses to a minimum.
Any Supplier or Representative working in The Netherlands, to ensure
compliance with this clause must be employed through a Dutch Wage Tax
withholding company. The withholding company must provide COMMS with
an AA Accountants report confirming that they comply with Article 28 Wage
Tax Act 1964 and Article 10 Co-ordination Law Security and that all
withholding Tax and Social Security Premiums have been paid to the
relevant authorities. It is the sole responsibility of the Supplier to provide
these compliancy statements.
5.1
5.2
6.2
FIXED PRICES
Payment to Supplier at a fixed price shall represent the total price specified
in the purchase order for the Representatives performance of the services,
which, unless otherwise stipulated, shall include all Suppliers fees,
including salaries and salary related costs, taxes, travel expenses,
allowances and all other disbursements.
6.3
5.2.1 Fees.
If COMMS does not notify the Supplier within Thirty (30) days of receipt of
an invoice of non-approval of the details therein contained payment shall
be made at the expiration of the Thirty (30) day period.
The Supplier shall be responsible for any PAYE, Income tax, National
Insurance contributions and any other taxes and deductions payable in
respect of its Representatives for any services performed under this
Agreement. The Supplier shall be solely responsible for making any
necessary registrations with the Inland Revenue and any other
International body as required and for fulfilling all other statutory
obligations.
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Without prejudice to any other right or remedy, COMMS reserves the right
to off-set any amount owing at any time from the Supplier to COMMS
against any amount payable by COMMS to the Supplier under this
Agreement.
In particular to the generality of this clause the Supplier hereby agrees to
indemnify COMMS against any liability loss, damage, cost and expense
arising out of the following:
(a)
all taxes and statutory deductions (including but not limited to,
Income Tax (together with any charges or penalties imposed
by the relevant Tax Authority) National Insurance or Social
Security contributions to which COMMS may be assessed in
COMMSRESOURCES
SCHEDULE TERMS AND CONDITIONS
RESULTS
As soon as they appear, the Client shall be entitled to the title and full right
of ownership of all the results of the Schedule of Services.
7.2
8 .....INFRINGEMENTS
The Supplier guarantees that the use of results developed, procured or
supplied during this Agreement for the Client shall not constitute any
infringement of patents or any other industrial or intellectual property rights
belonging to the Supplier, the Client or any third parties.
The Supplier shall indemnify the Client for and against all damages (direct
and indirect) loss, claims, injury costs and expenses with respect to claims
from third parties in respect of infringements of patents or any other
industrial or intellectual property rights belonging to any third parties.
COMMS shall not be liable for nor shall COMMS effect or maintain any policy
of insurance in respect of the erasure of information contained or
otherwise stored on any storage media of the Supplier, the Client or any
third party.
The Supplier shall keep COMMS indemnified in full against all direct,
indirect or consequential liability, loss, damages, injury, costs and
expenses (including legal and other professional fees and expenses)
awarded against or incurred or paid by COMMS as a result of or in
connection with any claim made against COMMS in respect of liability, loss,
damage, injury, cost or expense sustained by COMMS employees or
agents or by any customer or any third party to the extent that such
liability, loss, damage, injury, cost or expense was caused by, relates to or
arises from Supplier non-performance under this Agreement.
COMMS shall not be liable for any loss or damages arising out of any
misdescription of the Schedule of Services or representation made by
COMMS or Client to the Supplier and which may have induced the Supplier
to enter into this Agreement.
10 .. CONFIDENTIALITY
Unless a separate agreement concerning confidentiality has been
concluded by the parties, the following shall apply;
Information imparted to Supplier in connection with the Agreement for
COMMS or Client, information produced by Supplier on behalf of the Client
which is not already in the public domain as a result of publication, or is
already in Suppliers possession, or has been legitimately acquired by
Supplier from a third party, shall be treated by Supplier as confidential and
shall not, without COMMS or Clients written consent, be disclosed to a
third party or used for any other purpose than that set out under this
Agreement. The above shall apply from the date of execution of this
Agreement and five (5) years thereafter.
Supplier may not without the written consent of COMMS or the Client, make
any reference to the Agreement, nor make any reference to COMMS or the
Client in advertising and marketing.
Supplier shall be responsible for ensuring that its servants, agents,
representatives and employees respect and comply with this Clause.
11 .. FORCE MAJEURE
If fulfilment of either of the parties obligations under this Agreement is
prevented by unforeseen circumstances beyond their control, such as a
major industrial disputes, war, requisitions, currency restrictions, rebellions
or riots, shortage of motor fuel, general shortage of means of transport,
commodities and energy, or defects and delays in deliveries from a
supplier due to any of the aforementioned circumstances, this shall
constitute a ground for discharge from liability for delays in approval or
delivery and for relevant liquidated damages and other damages. A party
who adduces this Article shall be obliged to in writing to promptly notify the
other party of the occurrence of the force majeure circumstances. If a
default due to an event of force majeure shall continue for more than 4
weeks then the party not in default shall be entitled to terminate this
Agreement. Neither party shall have any liability to the other in respect of
the termination of this Agreement as a result of an event of force majeure.
12 .. DUTY OF NOTIFICATION
Supplier shall notify COMMS and the Client without delay and in writing if
any of the following events is likely to occur, or has already occurred:
- changes concerning the Representatives, as referred to in the
Supplier Sub-clause;
- delays in delivery;
- material changes in the conditions of ownership with respect to
Supplier or that part of Suppliers business which is engaged in
the Agreement;
- Suppliers bankruptcy, suspension of payments; composition
proceeding or liquidation;
- infringement of a third partys rights; or
COMMS and/or the Client shall notify Supplier without delay if such a claim is
made. All settlements between third parties concerning such claims - shall
be approved by the Supplier where such approval may not be
unreasonably withheld.
If an infringement as is referred to above is proved, or is likely to have
taken place, Supplier shall at his own risk and expense either ensure that
the Client shall be entitled to use the result by sub-license, or replace it by a
corresponding equivalent, the use of which does not entail an infringement,
or alter the result so that it does not constitute an infringement.
9 .....LIABILITY FOR OTHER DAMAGE OR LOSS
COMMS shall not be liable for any loss, injury or damage sustained directly
or indirectly by the Supplier or by any third party howsoever caused nor
shall COMMS be liable to indemnify the Supplier against or make any
monetary contribution to claims made by any third party against the
Supplier for any loss, injury, or damage howsoever caused or arising. The
Supplier shall maintain professional indemnity and public liability insurance
for this purpose.
If damage for which compensation is payable has occurred, the Supplier
shall take steps to limit the damage, provided always that such steps do not
involve unreasonable expense or unreasonable burden.
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This duty of notification does not entail any discharge from liability from
any other effects herein described.
13 .. TERMINATION
13.1
13.2
COMMSRESOURCES
SCHEDULE TERMS AND CONDITIONS
17 .. FIDELITY
17.1
13.3
17.2
13.4
17.3
13.5
13.6
13.7
17.4
The Agreement shall not and shall procure that any Nominated
Supplier or Representative provided in the performance of the
Services in the course of the Assignment shall not, whether directly
or indirectly through any company, partnership or person, solicit nor
enter into any contract with the Client or with any third party
introduced to the Agreement or any Nominated Supplier or
Representative by the Client, to provide any services of the same or
a similar nature to those required in the course of the Assignment
during the Assignment Period or during the twelve months following
the Assignment period without COMMS prior written consent, which
consent may be withheld in COMMS absolute discretion or granted,
subject to any conditions COMMS may wish to impose.
17.5
13.8
13.9
18 .. INDEMNITY
In addition to any other rights granted under this Agreement and without
prejudice to Termination sub-clause 13.2.3 either party shall be entitled to
cancel this Agreement, wholly or in part, if the other party commits a
material breach of this Agreement and neglects to remedy the same within
thirty (30) days of receipt of a written demand to that effect (including a
description of the alleged breach of agreement). If COMMS cancels any
agreement due to Suppliers breach of agreement, Supplier shall be
obliged, immediately and without compensation, to report on the
Agreement to which the cancellation related and to deliver to COMMS and
the Client all the documents prepared in connection with the Agreement.
18.1
19 .. NOTICES
19.1
15 ...AGREEMENT
This is the sole and entire agreement between the Parties and may not be
varied other than by agreement of COMMS and the Supplier (whether orally
or otherwise) and confirmed in writing by COMMS and signed by an
authorised representative of COMMS.
16 ...DISPUTES
English law shall govern any dispute concerning interpretation or
application of this Agreement for COMMS or legal matters connected
therewith and the parties submit to the exclusive jurisdiction of the English
courts.
Such disputes shall be finally settled by arbitration in accordance with the
English Arbitration Act 1996. The arbitration proceedings shall take place in
London, England.
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The Supplier shall not be entitled without the written permission of COMMS
to assign its rights or obligations under this Agreement. COMMS shall,
however, be entitled to assign its rights and duties to another company
within The COMMS Group Ltd, group of companies.
COMMS maintain the right to review this Agreement following legislation or
regulatory change or in the event that an error has been made on the
documentation.
COMMSRESOURCES
SCHEDULE TERMS AND CONDITIONS
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