Standard Terms & Conditions of Sale

Version 11 - 24 June 2025

Definitions –
1. Terms: The Standard Terms & Conditions of Sale.
2. Supplier: SIGMA Technology Solutions Ltd, registered in England and Wales with company number 07795701.
3. Client: Any person, firm, company or other legal entity placing an order with the Supplier.
4. Parties: The Supplier and the Client, excluding any third party.
5. Agreement: Refers to the proposal or contract outlining the Services to be provided, specifications, and timelines, along with these Terms.
6. Deliverable(s): Products, services, software or software-related products provided by the Supplier to the Client at defined stages of development in accordance with the Specifications.
7. Specifications: The detailed description of the functionality and performance of the Deliverables as agreed by both parties.
8. Acceptance Criteria: A set of conditions or specifications that must be met for a Deliverable to be accepted by the Client. These criteria are defined in the Specifications and are used to determine whether the software is functioning as required.
9. Partial Delivery: The delivery of a portion of the Specifications, representing progress toward the final software product.
10. Full Delivery: The completion of delivery of the Specifications, representing the final software product.
11. Release: A version of the software that is formally distributed to the Client or end-users. Releases are typically organised in versions (e.g., 1.0, 1.1) and may include new features, bug fixes, or performance improvements.
12. Live Environment: The production environment in which the Deliverables will be deployed and used for operational purposes.
13. Test Environment: Any environment that mimics the Live Environment, used to run tests on the software during its development and prior to its deployment into the Live Environment.
14. Going Live: The date and time at which the Deliverables, or a portion of them, are deployed to the Live Environment, making them available for use by the Client or end-users in real-world operations.
15. User Acceptance Testing (UAT): A phase of testing in which the Client or end-users test the Deliverables to confirm that they meet the Specifications and are ready for deployment into the Live Environment. UAT typically occurs prior to Going Live.
16. Continuous Deployment: An automated process where Deliverables are deployed directly to Live Environment(s) as soon as they pass all tests and quality checks, without requiring UAT. This enables rapid and continuous release of new features or updates.
Scope – The Terms shall apply to all quotations and offers made by the Supplier and any purchase orders accepted by the Supplier. The Terms shall apply to all sales made by the Supplier to the extent that the Terms do not conflict with any express terms incorporated into any contractual undertaking between the Supplier and the Client. The Terms shall prevail over all other terms & conditions which the Client seeks to impose or incorporate either within any communication from the Client or implied by trade, custom or practice or course of dealing unless otherwise expressly agreed in writing by the Supplier.
The Contract – By placing an order with the Supplier, either directly or via their website www.sigmatechnology.co.uk or the websites linked therein the Client is offering to purchase Products and/or Services from the Supplier on the basis of these Terms. The contract shall only be formed when the Supplier acknowledges acceptance of the order in writing or upon delivery of the Products or the commencement of delivery of the any Services whichever occurs first. No pricing made available by the Supplier shall constitute an offer capable of acceptance and the Supplier expressly reserves the right to amend its prices at any time. Any images, drawings or descriptions made available by the Supplier in any form or via any medium whatsoever are produced for guidance only and do not constitute part of an offer or part of the contract unless expressly agreed in writing. The Client is responsible for checking that the terms and details of any order are correct and accurate.
Contract Variations – Any variation or alteration to the Specifications or number of Deliverables under any contract governed by these Terms may be made by either party, subject to the following conditions:
1. Any contract variation by either party must be submitted in writing to the other party for assessment as to impact on price, delivery or other terms. No variation will have contractual legal effect until agreed in writing by both parties.
2. Neither party may alter the Specifications unilaterally without the express written consent of the other party.
Products & Services – Any Products or Services governed by these Terms, produced or sourced by the Supplier as listed in the Agreement, and may include:
1. "Products":
2. 1. "Standard List Products" – these are part of the Supplier’s standard range of Products which are available for purchase by all Clients and are publicised as being for general sale in company marketing documents and/or on the company website, including Software as a Service (SaaS) Products;
  2. "Bespoke Products" – these are non-standard Products designed and produced by the Supplier to the instructions and requirements of the Client;
  3. "Sourced Products" – these are Products sourced by the Supplier from third party suppliers and made available for sale under lawful agreement either in their sourced form or incorporated into the Supplier’s own Products. The Supplier accepts no responsibility or liability for the performance, quality, or delivery of these Products;
  4. "Client Nominated Sourced Products" – these are Products sourced from a third-party supplier at the Client’s request and supplied to the Client either in the sourced form or incorporated into the Supplier’s own Products. The Supplier accepts no responsibility or liability for the performance, quality, or delivery of these Products.
3. "Services":
4. 1. "Standard Services" – these are part of the Supplier’s standard range of Services which are available for purchase by all Clients and are publicised as being for general sale in company marketing documents and/or on the company website;
  2. "Bespoke Services" – these are non-standard Services designed and produced by the Supplier to the instructions and requirements of the Client;
  3. "Ad-hoc Services" – these are Services performed at the request of the Client and may occur prior to, during, or after any delivery dates or timescales. Examples of the types of Services falling within this heading are:
  4. 1. Business analysis and consultancy; most commonly, but not exclusively, in relation to business process review and improvement, digitisation, digitalisation, artificial intelligence, machine learning, data analysis, and providing general technical expertise;
    2. Simple or complex technical reviews, and the documenting thereof, of existing systems, codebases and works in progress;
    3. Diagnosis and resolution of issues with existing products and services, including third-party systems;
    4. Support with or training on the usage of existing products and services, including third-party systems;
    5. Setup and configuration of infrastructure and Development Operations (Dev Ops) outside of those specified in the contract, such as web servers, blob storage, and cloud services such as, but not limited to Google Firebase, AWS, Docker Hub, and Kubernetes.
  5. "Sourced Services" – these are Services sourced by the Supplier from third party suppliers and made available for sale under lawful agreement either in their sourced form or incorporated into the Supplier’s own Services. The Supplier accepts no responsibility or liability for the performance, quality, or delivery of these Products;
  6. "Client Nominated Sourced Services" – these are Services sourced from a third-party supplier at the Client’s request and supplied to the Client either in the sourced form or incorporated into the Supplier’s own Services. The Supplier accepts no responsibility or liability for the performance, quality, or delivery of these Services.
Pricing –
1. All pricing quoted is exclusive of VAT and any other applicable taxes or duties which will be charged at the prevailing rate where applicable.
2. Unless otherwise agreed in writing all pricing for physical Products is exclusive of any delivery charges.
3. Ad-hoc Services requested by the Client that are not explicitly included within the scope of an existing ongoing contract will be charged at the prevailing rate where applicable.
4. Where the Client requests the Supplier investigates any issue(s) with the Deliverables, if it is beyond reasonable doubt that the cause of the issue(s) is due to the deliberate or accidental action(s) of the Client or a third party associated with the Client, the Supplier reserves the right to charge a reasonable fee for their time at the prevailing rate where applicable.
Deliverables –
1. Upon each Partial Delivery, Full Delivery or Release of the software:
2. 1. The Client will have 28 days (the “Review Period”) to review and test (UAT) the Deliverables to ensure they meet the agreed Specifications and Acceptance Criteria.
  2. If the Deliverables substantially conform to the agreed Specifications, the Client will confirm their acceptance in writing.
  3. If the Deliverables do not conform to the Specifications, the Client must notify the Supplier in writing within the Review Period, specifying the nature of the non-conformance. The Supplier will address the non-conformance as per clause 9 (Rectification of Defects).
  4. In the absence of clearly defined Acceptance Criteria for any Deliverable prior to commencement of delivery the Parties agree to negotiate in good faith to establish reasonable Acceptance Criteria after the delivery.
  5. If no written acceptance or notification of non-conformance is received within the Review Period, the Deliverables will be deemed accepted.
  6. The Supplier will not deploy the Deliverables into the Live Environment without a written request from the Client unless a Continuous Deployment strategy has been agreed by the Parties.
  7. Going Live with any Partial Delivery shall constitute acceptance of that Deliverable unless otherwise agreed in writing.
  8. Each Partial Delivery may be deployed into the Live Environment, subject to the timeline and conditions outlined in the Agreement.
  9. Once a Deliverable has been deployed to the Live Environment, this will mark Going Live for that Deliverable, and it will be considered fully operational and accepted by the Client, providing it meets the Specifications.
3. Following Going Live, the Client assumes responsibility for the Deliverable in the Live Environment, and any defects or issues not identified in UAT will be handled as per Clause 9 (Rectification of Defects).
4. Any maintenance, license and/or service level agreement directly associated with the Deliverables will automatically start from the point of Going Live if any services specified in the agreement(s) are required directly or indirectly to support the operational effectiveness, stability, security or integrity of the Deliverables.
5. The Test Environment allows for functional, performance, security, and other types of testing to ensure the software meets the agreed Specifications and is free of critical defects. This environment must not be used by the Client’s customers unless otherwise agreed in writing, not to be unreasonably withheld or delayed.
6. The Supplier will make every effort, in good faith, to meet agreed delivery dates. However, time shall not be of the essence and any dates are estimates based upon the information available to the Supplier at the time of order confirmation. The Supplier shall not be liable for any damages or losses arising from delays, unless a written agreement between the Supplier and the Client stating that delivery dates are guaranteed. Liability of the Supplier shall be limited to;
7. 1. Delivering the Deliverables within a reasonable time;
  2. Refunding (including issuing a credit note against a raised invoice) the pro-rata price based on the quantity of the Deliverables that are undelivered.
8. Delivery of physical Deliverables shall be made by the Supplier to the delivery location specified by the Client and shall require the Client to have a responsible person at that location to accept and sign for the physical Products. If there is no such person available at the specified delivery location, then the Client consents to either:
9. 1. The Supplier leaving the Deliverables at that location and in this case risk in the Products will pass to the Client at that time and no further liability shall remain with the Supplier with respect to the Products to the limit permitted by applicable law, or
  2. The Supplier may refuse to leave the Deliverables at that location and an alternative delivery date shall be agreed between the Parties in good faith.
10. Delivery (deployment) of digital Deliverables such as software shall be made into a Test Environment or Live Environment as specified by the Client.
11. 1. The Supplier will notify the Client of any potential interruption in service expected during delivery.
  2. The Parties shall negotiate a suitable date and time for delivery during normal working hours.
  3. The Supplier may deliver outside of normal working hours at its sole discretion but is not contractually obligated to do so.
12. If the Client fails to take delivery of the Deliverables, delivery fails because of inaccurate delivery location information provided by the Client or any other reason due to the negligence or fault of the Client then the Supplier can, at its sole discretion and without limitation to any other rights and remedies:
13. 1. Charge the Client for any delivery and recovery costs of the Deliverables to and from the delivery location together with a reasonable administration fee.
  2. Charge the Client for any costs associated with the Services delivery failure together with a reasonable administration fee.
  3. Charge the Client for any reasonable storage costs to store the Deliverables for future delivery.
  4. Invoice at full value for any Standard Services, Bespoke Services, or Ad-hoc Services for every failed delivery day not cancelled with a minimum of 48 hours’ notice.
  5. Invoice at full value for any Sourced or Client Nominated Sourced Products where such products cannot be sold elsewhere or returned for full refund to the original supplier within 15 days of the failed delivery.
  6. Invoice at full value for any Sourced or Client Nominated Sourced Services within 15 days of the failed delivery where such Services incur any charges from the original supplier.
Delivery in Instalments – if the Deliverables are delivered in instalments, then each delivery shall constitute a separate contract. However, if the Supplier fails to deliver one or more instalments in accordance with these Terms, and such failure materially affects the Client’s ability to use the Deliverables as a whole, the Client shall have the right to suspend further payments or, if the breach is substantial and cannot be remedied, repudiate any parts of the Agreement that are undelivered.
Rectification of Defects –
1. It is the Client’s responsibility to check:
2. 1. That the quantities of the Deliverables correspond to the Agreement and that there are no visible signs of damage before accepting delivery;
  2. That the Deliverables comply with the Specifications defined within the Agreement;
  3. That the Deliverables are fit for purpose;
  4. That the Deliverables have been adequately tested by the Client prior to Going Live.
3. Claims for damaged or faulty Deliverables and/or non-compliance with the Specifications will only be accepted if made in writing.
4. 1. If the Client identifies any defects or issues during UAT or within 14 days after Going Live, the Supplier will use reasonable efforts to rectify such defects at no cost to the Client, provided the defects relate to the Supplier’s failure to meet the Specifications.
  2. In exceptional circumstances, where a defect could not reasonably have been identified within this period, the Client may have an additional 28 days to submit a claim, provided they act in good faith and notify the Supplier promptly upon discovery.
  3. The Supplier will not be responsible for defects arising from changes made by the Client or third parties after deployment to the Live Environment.
  4. The Client must retain and store disputed Deliverables in good and unmodified condition for inspection and/or collection.
Payment –
1. The Supplier will grant credit at its absolute discretion and reserves all rights to refuse credit to the extent of applicable law.
2. The Supplier will, unless otherwise agreed in writing, require a non-refundable deposit to be paid at the time of order.
3. Unless otherwise agreed in writing payment for all Deliverables must be made in full, without any deductions unless agreed in writing, within 14 days from date of invoice. Time for payment shall be of the essence.
4. Failure to pay any overdue invoices or charges shall entitle the Supplier to suspend any unexecuted or future orders without further notice and at their sole discretion.
5. Failure to pay according to these terms, or as otherwise agreed in writing, shall entitle the Supplier to, at its sole discretion and without further notice, charge Statutory Interest on overdue payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Failure to pay any Statutory Interest and late payment fees shall also invoke clause 10(d).
6. If failure to pay is due to any cheques, standing orders or directs debits in the Client’s name being dishonoured then this will invoke clause 10(d) together with a further charge of £90 to cover bank and administrative costs.
7. Set-off – The Supplier reserves the right to, at any time and without limiting any other rights and remedies that it has, set-off any amount owed to it by the Client against any amount owed by the Supplier to the Client.
Risk, Title and Ownership –
1. Risk in the Deliverables will pass to the Client upon Going Live. Ownership is established by the transfer of title which shall pass to the Client once full payment has been made and the funds have been cleared. Until title has passed, the Client must act as the fiduciary owner and hold the Deliverables as the Supplier’s bailee under the following conditions:
2. 1. The Client must store physical Products safely in suitable conditions separately from other products to ensure they remain easily identifiable as the Supplier’s property.
  2. The Client must maintain in good condition and not destroy or deface any labelling, identifying marks or packaging associated with the Deliverables.
  3. The Client must maintain adequate insurance on the Deliverables for full value/price against all risks, for the benefit of the Supplier. Any insurance proceeds related to the Deliverables must be held in trust for the Supplier and not mixed with other monies or paid into an overdrawn bank account. The Client shall not be liable to the Supplier for any unforeseen failure of insurance not as the result of the Client’s breach of the terms of the insurance policy.
3. Where title has not yet passed to the Client and the Client commits a material breach of any of the obligations contained within these Terms or any contract governed by these Terms then the Supplier shall be entitled to recover payment for the Deliverables notwithstanding that the Client does not have title to them.
4. Where it is established that title has not passed to the Client, or where there is a material breach of any contract governed by these Terms the Client grants the Supplier, its agents, sub-contractors and employees a licence to enter premises and/or access computer infrastructure (hardware and software) where the Deliverables are stored in order to inspect or recover the Deliverables.
5. On termination of any contract governed by these Terms, the Clients obligations and the Supplier’s rights under this clause 11 shall remain in effect, except where the termination is due to a breach by the Supplier, in which case the Client shall not be obligated to make further payments to the Supplier.
6. The Client shall not be entitled to resell the Deliverables until title has passed to the Client.
Intellectual Property – In the absence of a formal contract or other service agreement incorporating these Terms, nothing in the terms of this agreement shall vest any ownership rights in the Client unless confirmed in writing, referencing clause 12 of this version of the Terms & Conditions, and signed by an authorised representative of the Supplier. In the absence of any specific clause in the Agreement stating that it supersedes clause 12 of this version of the Terms & Conditions:
1. All intellectual property and related material not explicitly defined in clause 12(a)(i) of the Terms, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the "Intellectual Property") created by the Supplier during the performance of this Agreement is and shall remain the property of the Supplier.
2. 1. Where there is a publicly available website that is available without restriction or authentication (the “Public Website”) designed as part of the Agreement, all intellectual property and related material directly associated with the Public Website, including any relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name created by the Supplier during the performance of this Agreement ownership of the intellectual property will be transferred to the Client upon completion of the Agreement and when payment has been made as defined in clause 10.
3. The Supplier hereby grants, for the sum of £1, a sole, non-exclusive licence to the Client to use the Intellectual Property created by the Supplier during the performance of this Agreement for the purposes for which it was created as part of the Agreement subject to the following conditions:
4. 1. Full payment has been made by the Client for the work completed according to the terms of this agreement.
  2. The Intellectual Property cannot be used for any purposes which are libellous, defamatory, pornographic, obscene or otherwise unlawful in the jurisdiction in which they are used.
  3. The Client may not sub-licence the Intellectual Property without the prior written consent of the Supplier.
5. The use of the Intellectual Property other than for the purposes for which it was created as part of the Agreement will require further written licence, the terms of which will be determined and agreed in writing at that time by the Supplier and the Client.
6. This licence, granted to the Client, shall be automatically revoked if any of the terms in clause 12(b) are breached.
7. The Supplier warrants that it does not hold any intellectual property rights which may affect its ability, either directly or indirectly to perform its obligations under this agreement.
8. The Supplier may use material created during the performance of this Agreement for their own publicity campaigns.
Currency - Except as otherwise provided in any contract governed by these Terms, all monetary amounts referred to in this Agreement are in GBP.
Performance – The Parties agree to do everything necessary to ensure that the terms of any contract governed by these Terms take effect.
Expenses –
1. Where in-person meetings are required the Client will pay reasonable, pre-approved travel expenses incurred by the Supplier at the approved mileage rates listed on the HMRC website.
2. The Client will remunerate the Supplier at cost for the purchase of any reasonable and pre-approved computer consumables directly related to the provision of the Services.
3. The Supplier will inform the Client in writing in advance if any additional expenses not covered by the above clauses must be incurred during the performance of the Services. Any such expenses must be reasonable and pre-approved in writing by the Client before being incurred.
Limitation of liability – The Parties limit their liability to the total price paid in respect of the Services falling within the scope of the Agreement governed by these Terms, and the Parties expressly exclude:
1. The price of any Ad-hoc Services requested by the Client that are not explicitly included within the scope of an existing contract.
2. The price of any Sourced Products, Client Nominated Sourced Products, Sourced Services, and Client Nominated Sourced Services.
3. The price of any maintenance agreement and any license agreement that has not yet been performed.
4. Any liability for any direct, indirect, or consequential loss or damage incurred by the other party in connection with use of the Deliverables. This includes liability in respect of the other party and/or any third party for:
5. 1. Loss of income or revenue; Loss of profits; Loss of business; Loss of data; Loss of goodwill; Loss of opportunity;
  2. Any indirect, consequential or special loss or damage;
  3. Wasted management or staff time;
  4. Content generated by the Parties, or lack thereof, that results in a breach of legal requirements such as but not limited to the General Data Protect Act and European Accessibility Act;
6. Nothing in this disclaimer will:
7. 1. Limit or exclude either party’s liability for death or personal injury resulting from negligence;
  2. Limit or exclude either party’s liability for fraud or fraudulent misrepresentation;
  3. Limit any liabilities in any way that is not permitted under applicable law;
  4. Exclude any liabilities that may not be excluded under applicable law.
8. Subject to the preceding provisions the limitations and exclusions of liability govern all liabilities arising from the supply of the Deliverables under contracts governed by these Terms including all liabilities arising in contract, tort (including negligence) and for breach of statutory duty.
Confidentiality –
1. Confidential information (the "Confidential Information") refers to any data or information relating to either Party, whether business or personal, which would reasonably be considered to be private or proprietary to the Party to which the Confidential Information belongs (the “Confidential Information Owner”) and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Confidential information Owner.
2. The Parties agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the other party has obtained, except as authorised by the Confidential Information Owner or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of any agreement governed by these Terms.
3. All written and oral information and material disclosed or provided by the Confidential Information Owner to the other Party under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the other Party.
4. For the purposes of this clause Confidential Information includes any information that is not already in the public domain that is:
5. 1. Information specifically designated by the Confidential Information Owner as confidential;
  2. Information relating to the components, costs, production processes, profitability, development programmes or any information identified by the Confidential Information Owner as “trade secret” of any Product produced by the Parties;
  3. Information relating to business and marketing plans, clients, associates, agents, partners or affiliates of the Parties; and
  4. Information relating to business structure, processes, turnover, profitability or forward strategy of the Parties.
6. The obligations of this clause shall survive the termination of the Agreement in perpetuity.
Unlawful software or content – The Supplier reserves the right:
1. To refuse to handle any software or content material that is unlawful because of copyright or licensing infringements or any content material that under the laws of England & Wales is deemed to be discriminatory, obscene (including material in breach of the Obscene Publications Act 1959, the Protection of Children Act 1978, the Sexual Offences Act 2003), blasphemous, offensive to religion or defamatory towards any person living or dead and contains material that has been obtained in violation of the Data Protection Act 2018, General Data Protection Regulation 2018, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communication Regulations 2003, the Official Secrets Act or any analogous domestic or foreign legislation and contains any material that will constitute a contempt of court. If any such material is found on any equipment then the Supplier, at its sole discretion, may report this fact to the relevant authorities.
Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013
1. If the Client is a consumer and if the Supplier has agreed your requirements at a face-to-face meeting away from our premises and the Client has either confirmed the contract at that meeting or immediately after that meeting or has purchased services from the Supplier via an organised distance selling operation then the above Regulations may apply.
2. Right to cancel: If these Regulations apply, the Client has the right to cancel the order within 14 days of the Supplier receiving the confirmation of order. In order to do so the Client must cancel the agreement in writing or by email to the Supplier. In the case of contracts for service the Supplier cannot start to supply the service until the 14 days cancellation period has expired unless we receive a request in writing from the Client to start the service within the 14 day cancellation period. PLEASE NOTE: In requesting an early start to the service the Client agrees to forfeit their right to cancel within 14 days as provided for in the Regulations.
3. The Supplier shall carry out the agreed services as efficiently as possible, but the nature of the services may mean that we are unlikely to be able to perform the contract within the maximum period of 30 days laid down by the Regulations. PLEASE NOTE: By accepting these terms of business, the Client is agreeing that we need not perform the contract within a maximum of 30 days.
Bribery and ethics - Neither party shall, at any time, engage in, nor require the other party to engage in, activities which are contrary to The Bribery Act 2010, The Competition Act 1998 or any other analogous local laws including but not limited to:
1. The offering of any inducement or reward whether financial or otherwise to any 3rd party whatsoever in relation to the activities covered by this agreement.
2. Any attempt to manipulate markets or engage in any activity that constitutes a restraint of free trade including, but not limited to, market share agreements, pricing fixing, predatory pricing or resale price maintenance.
3. Both parties agree to uphold the highest standards of business ethics in their dealings with each other and 3rd parties associated with the activities covered by any contract governed by these Terms.
Health and Safety – Both parties shall ensure that any employees, associates, consultants or anyone else for whom they are vicariously liable shall at all times comply with any existing health and safety requirements on either party’s premises and will at all times conduct themselves in a way that is in accordance with safe working practices whilst performing their duties under any contract governed by these Terms.
Data Protection – Both parties undertake and agree that they will comply fully with the requirements of the Data Protection Act 2018, General Data Protect Regulation 2018 and any other relevant analogous local legislation during the performance of their duties under any contract governed by these Terms. In this respect both parties will indemnify and hold harmless the other party from any of their actions in breach of data protection that lead to the other party being sued by a third party.
Equality Act – Both parties undertake and agree that they will comply with all aspects of the Equality Act 2010 and will not directly or indirectly discriminate against any person during the performance of their duties under any contract governed by these Terms.
Privacy – Neither party will, under any circumstances, share or sell any of the other party’s details or information to any 3rd party without that party’s prior written consent.
Waiver – No waiver, by either party, whether implied or express, of any particular provision of these Terms, or of any breach or default of either party, shall constitute either a continuing waiver of such provisions or a waiver of any other provisions of the Terms.
Termination of Contract – Either of the Parties can terminate any contract governed by these Terms immediately upon written notice to the other party and suspend any further deliveries or services if the following happen or the terminating party reasonably believes that they may happen:
1. The other party fails to perform any of its obligations within the contract.
2. The other party suspends all payments and ceases or threatens to cease trading or performing its business obligations.
3. A receiver or administrator is appointed over any assets, including property, of the other party.
4. The other makes or proposes to make any voluntary arrangement with its creditors, enters into administration, is unable to pay its debts as they fall due, makes an application to a court to suspend enforcement action against it goes into liquidation or becomes insolvent.
Return of Property – Upon the expiry or termination of any contract governed by these Terms, the Supplier will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity/Independent Contractor – In providing the Services under any contract governed by these Terms it is expressly agreed that the Supplier is acting as an independent contractor and not as an employee. The Supplier and the Client acknowledge that nothing will create a partnership or joint venture between them and the any contract governed by these Terms is exclusively a contract for services.
Equipment – Except as otherwise provided in any contract governed by these Terms, the Supplier will provide at the Supplier’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services.
Non-Solicitation – During the period of any contract governed by these Terms and for 12 months thereafter, regardless of the reason or cause for that termination, neither party will directly or indirectly engage in any conduct that will substantially diminish the value of the other party’s business including, without limitation: (a) solicit or attempt to solicit any business from any of the other party’s customers, clients, or prospects; or (b) offer employment to hire any employee or subcontractor of the other party.
Right of Substitution –
1. Except as otherwise provided in any contract governed by these Terms, the Supplier may, at the Supplier's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Supplier under the contract and the Client will not hire or engage any third parties to assist with the provision of the Services without the written consent of the Supplier.
2. In the event that the Supplier hires a sub-contractor:
3. 1. The Supplier will pay the sub-contractor for its services and the Payment will remain payable by the Client to the Supplier.
  2. For the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Supplier.
Indemnification – Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with any contract governed by these Terms. This indemnification will survive the termination of any contract governed by these Terms.
Autonomy – Except as otherwise provided in any contract governed by these Terms, the Supplier will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Supplier will work autonomously and not at the direction of the Client. However, the Supplier will be responsive to the reasonable needs and concerns of the Client.
No Exclusivity – The Parties acknowledge that any contract governed by these Terms is non-exclusive and that either Party will be free, during and after the termination of the Agreement, to engage or contract with third parties for the provision of services similar to the Services, provided that such engagements do not adversely affect or impair the Supplier’s ability to provide the Services as outlined in this Agreement.
Force Majeure – Neither party shall be liable for delay in performing or failing to perform its obligations under any contract governed by these Terms if the delay or failure results from any of the following: Acts of God; Pandemic; Outbreak of hostilities, riot, civil disturbance, acts of terrorism; The act of any government or authority (including refusal or revocation of any licence or consent); Fire, explosion, flood, fog or bad weather; Power failure, failure of telecommunications lines, failure or breakdown of plant, machinery or vehicles; Default of suppliers or sub-contractors; Theft, malicious damage, strike, lock-out or industrial action of any kind; Any cause or circumstance whatsoever beyond the reasonable control of the affected party. If the period of delay or non-performance continues for 28 days, the party not affected may terminate any contract governed by these Terms by giving 14 days’ prior notice to the affected party. All payment obligations under any contract governed by these Terms shall cease should any contract governed by these Terms be terminated in accordance with this clause.
Notice – All notices, requests, demands or other communications required or permitted by the terms of any contract governed by these Terms will be given in writing and delivered to the Parties at the physical addresses or email addresses first above written or to such other address as either Party may from time to time notify the other. Notices sent by physical mail will be deemed delivered on the second business day after the date of posting. Notices sent by email will be deemed delivered when the email is sent, provided no delivery failure notification is received. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Assignment – The Supplier will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under any contract governed by these Terms without the prior written consent of the Client.
Enurement – Any contract governed by these Terms will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Severability – The provisions of these Terms are severable and if any part thereof is held to be invalid or unenforceable by any court then it will not affect the validity or enforceability of any of the remaining provisions.
Waiver - The waiver by either Party of a breach, default, delay or omission of any of the provisions of any contract governed by these Terms by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Gender – Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law – Any differences arising between the Supplier and the Client concerning this Agreement or the rights and liabilities within it shall be governed by and interpreted, in all respects, in accordance with the Laws of England and Wales. The parties hereby submit to the exclusive jurisdiction of the English Courts.
Third Party Rights – A person who is not a party to any contract governed by these Terms (a 3rd Party) shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.
Dispute Resolution – The parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations between representatives of the parties, who have authority to settle such disputes. If the matter is not resolved by negotiation within 30 days of receipt of a written 'invitation to negotiate', the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR) procedure. If the matter has not been resolved by an ADR procedure within 60 days of the initiation of that procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by any party. Nothing in this clause shall be construed as prohibiting a party or its affiliate from applying to a court for interim injunctive relief.

Entire Agreement – In the absence of a formal contract or service agreement incorporating these Terms, the Terms governing any other contract established with the Client constitute the entire Agreement between the Supplier and the Client and supersede any and all prior terms whether written or oral. No modification to the Terms or any claimed waiver shall be deemed to be valid unless in writing, referencing a specific clause in the Terms, and signed by authorised representative of the Supplier. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in a contract governed by these Terms.