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Terms & Conditions

General

These terms and conditions set out the basis on which the Services described in the Agreement of Services (Schedule 1) (hereinafter referred to as “the Agreement”) are to be provided to Shared Purpose (a trading name of Lev Pedro & Associates Ltd., company registered in England, number 13087627, with registered address at 2 The Mews, London N1 7AZ) (hereinafter referred to as “the Client”) by ADD NAME, hereinafter referred to as “the Supplier”).

Supplier Warranties

The Supplier represents and warrants that it has the experience and capability to execute the Services in accordance with these terms and conditions and in accordance with generally acceptable standards for the Services.
The Supplier warrants that it shall provide the Services using reasonable skill and care, and in accordance with Good Industry Practice and all Applicable Laws.

The Services and Term

The Supplier shall provide the Services specified in this Agreement from the Commencement Date and shall continue thereafter for the period also specified in the Agreement or until the supply of the Services is terminated in accordance with the terms hereof.
The Services provided under these terms and conditions may be amended from time to time by agreement between the Supplier and the Client. Any changes to the Services shall be recorded in writing and shall be signed by both parties and appended to these terms and conditions.
The “Commencement Date” will be the first day of service delivery by the Supplier, to be agreed between the Client and the Supplier.

fees

The Services provided to the Client pursuant to this Agreement shall be delivered by the Supplier according to the charges and for the period specified in Schedule 2 or as separately agreed in writing from time to time.
Payment of a correct invoice submitted in accordance with this Agreement shall be made within thirty (30) calendar days of receipt.

Observances of Regulation

The Supplier agrees that if its personnel are required to engage in activities on the Client or End Clients premises, they will comply with such regulations and restrictions in respect of access, restricted areas, dress, conduct, safety and working conditions as apply to Client or End Client staff, or as notified separately to the Supplier in writing by the Client.

Anti-Bribery

The Supplier shall:

  • Comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;

  • Not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom;

  • Have and shall maintain in place throughout the term of this Agreement its own policies and procedures to ensure compliance with the Bribery Act 2010, and will enforce them where appropriate;

  • Promptly report to Client any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement;

  • Not, and ensure that its agents, consultants, representatives, subcontractors or employees, shall not give or offer to give to anyone employed by the Client an inducement of any kind or any gift that could be construed as corrupt, dishonest or in breach of any law or Applicable Law governing the Services.

Confidentiality

  • The Confidential Information is confidential to the Client and/or End Client. In agreeing to provide the Services the Supplier agrees to:

  • Keep confidential all Confidential Information which may become known to them in connection with the supply of the Services and this Agreement;

  • Use the Confidential Information solely for the purposes of carrying out the Services and for no other purpose whatsoever without the prior written consent of the Client;

  • Allow access to the Confidential Information only to those persons who need to see and use it for the purposes of supplying the Services and to notify each of such employees of the confidential nature of the Confidential Information before allowing them such access and to ensure that they comply with the provisions of this Clause;

  • Not to release the Confidential Information to any third party without the prior agreement of the Client. Where such agreement is given or where requested to do so by an officer of the Client, the Supplier will obtain from any third party to whom the Confidential Information will be disclosed, a written obligation of confidence in favour of the Client on no less onerous terms than are contained in this Agreement, and shall, if required, give all such assistance as may be required by the Client to enforce any such obligations to protect its Confidential Information;

  • Restrict unauthorised access to the Confidential Information and keep it secret by adopting appropriate security measures in accordance with any guidelines issued by the Client. The Supplier further undertakes to observe and abide by the security measures which may be advised from time to time by the Client for the maintenance of the Confidential Information and the interests of the Client;

  • Make copies of any documents containing any Confidential Information only to the extent necessary for the purposes of undertaking the supply of the Services; and

  • Deliver up to the Client, or destroy, at its request at any time all documents, materials, copies of documents and other materials in the possession, custody or control of the Supplier which contain any Confidential Information, or which are produced or received by the Supplier in connection with the supply of the Services.
    At the Client’s request at any time, erase all Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically practicable).
    At the Client’s request, certify in writing that it has complied with these requirements, provided that the Supplier may retain documents and materials containing Confidential Information to the extent required by law.

Intellectual Property

  • Title and ownership to any pre-existing software, materials, tools, documentation or methodologies supplied by a party for the performance of the Services shall remain the property of the supplying party or the lawful owner.

  • The Supplier acknowledges and agrees that any Intellectual Property made, devised or developed in connection with the supply of the Services under this Agreement shall belong exclusively and in its entirety to the Client.

  • The Supplier shall promptly disclose to the Client details of all Intellectual Property made, devised or developed by the Supplier and shall not make any disclosure or publication or do anything which would or might prejudice the right of the Client to secure protection.

  • The Supplier agrees to assign to the Client all right, title and interest in and to any Intellectual Property made, devised or developed by the Supplier in connection with the supply of the Services.

Data Protection

  • Each party shall comply with the provisions of applicable Data Protection Laws.

  • Neither party shall, by any act or omission, cause the other party to breach the Data Protection Laws in connection with this Agreement.

  • The Supplier acknowledges and agrees that the Client will need to share “Operational Data” with the Supplier. Operational Data will be shared on the basis of a transfer from data controller to data controller, and the Supplier will assume responsibility for its own compliance.

  • If the Supplier processes any Personal Data on the Client’s behalf when performing its obligations under this Agreement, the parties shall enter into a separate data processing agreement.

Insurance and Indemnity

  • Nothing in this Agreement shall impose liability for any indirect or consequential loss or damage, special loss, loss of business, loss of profits or revenue or anticipated savings incurred by the other party.

  • The Supplier shall effect and maintain in force for the duration of this Agreement Professional Indemnity Insurance with a limit of indemnity of £1,000,000.

  • Neither party excludes or limits liability for death or personal injury caused by its negligence, fraud, breach of title obligations, or breach of confidentiality.

Termination

A party shall have the right to terminate this Agreement forthwith if:

  • The other party fails to remedy any breach within 14 days of service of written notice;

  • The other party becomes insolvent or enters into an arrangement with creditors;

  • The Client’s agreement with the End Client is terminated.

Either party may also terminate this Agreement for any reason, giving the other party not less than one calendar month’s written notice.

Publicity

Neither party shall mention the other’s name or disclose the existence, nature or subject matter of this Agreement in publicity or similar communications without prior written consent.

Miscellaneous

  • This Agreement is the complete and exclusive statement of the Agreement between the parties.

  • The Supplier is an independent contractor. Nothing in this Agreement constitutes a partnership or employment relationship.

  • If any one or more provisions of this Agreement become invalid, the remaining provisions shall not be affected.

  • No waiver of any breach shall operate as a waiver of any subsequent or continuing breach.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and each party agrees to submit to the exclusive jurisdiction of the English Courts.

Force Majeure

Neither party shall be liable for any inability to comply with its obligations under this Agreement due to any cause beyond its reasonable control and constituting “Force Majeure.”

Notices

Notices shall be sent to the registered office of each party (for the Client: 2 The Mews, London N1 7AZ). Notices are deemed properly served if sent by prepaid registered mail and received two working days after posting.

Virus Protection

The parties warrant that they shall use industry standard virus checking software before releasing or receiving data, software and other encoded information.

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