In these Conditions:
'Bribery Laws' means the Bribery Act 2010 and all other applicable UK Legislation, regulations and codes in relation to bribery or corruption in any other relevant jurisdiction
'Contract' means the contract between the Company and the Contractor consisting of the Order, these Conditions of Contract, and any other documents (or parts thereof) specified in the Order.
'Contract Price' means the price of the Goods to be supplied by the Contractor as stated in the Order
'Contractor' means the consultant, person, firm or company to whom the Contract is issued;
'Company' means Ubico Limited;
'Goods' means the goods to be supplied as stated in the order
'Project' means the services to be provided as specified in the Order,
'Order' means the purchase order accompanying these Conditions of Contract
'Services' means the services to be provided as specified in the Order and shall, where the context so admits, include any materials, articles and goods to be supplied thereunder;
'Site' means the location where the Services or Project are to be performed, as specified in the Order;
'Quote' means the documents setting out the Company's requirements and the offer from the Contractor to provide the Services, Goods or Project.
INSPECTION OF PREMISES AND NATURE OF GOODS SERVICES OR PROJECT The Contractor is deemed to have inspected the Site before submitting his Quote so as to have understood the nature and extent of the Services or Project to be carried out and satisfied himself in relation to all matters connected with the Goods, Services or Project and the Site.The Company shall, at the request of the Contractor, grant such access as may be reasonable for this purpose.The Contractor shall complete the Services or Project with reasonable skill, care and diligence in accordance with this Contract.The Contractor shall provide the Company with such reports on the Services or Project at such intervals and in such form as the Company may from time to time require.
CONTRACTOR'S STATUS In carrying out the Services, the Project or supplying the Goods the Contractor shall be acting as principal and not as the agent of the Company. Accordingly,(a) the Contractor shall not (and shall procure that his agents and servants do not) say or do anything that might lead any other person to believe that the Contractor is acting as the agent of the Company , and(b) nothing in this Contract shall impose any liability on the Company in respect of any liability incurred by the Contractor to any other person but this shall not be taken to exclude or limit any liability of the Company to the Contractor that may arise by virtue of either a breach of this Contract or any negligence on the part of the Company, his staff or agents.
CONTRACTOR'S PERSONNEL The Contractor shall take reasonable steps to prevent unauthorised persons being admitted to the Site. If the Company gives the Contractor notice that any person is not to be admitted to or is to be removed from the Site or is not to become involved in or is to be removed from involvement in the performance of the Contract, the Contractor shall take all reasonable steps to comply with such notice and if required by the Company the Contractor shall replace any person removed under this Condition with another suitably qualified person and procure that any pass issued to the person removed is surrendered. The decision of the Company shall be final and conclusive.If required by the Company, the Contractor shall give to the Company a list of names and addresses of all persons who are or may be at any time concerned with the Services or Project or any part, specifying the capacities in which they are so concerned, and giving such other particulars and evidence of identity and other supporting evidence as the Company may reasonably require.The Contractor shall bear the cost of any notice, instruction or decision of the Company under this condition.
MANNER OF CARRYING OUT THE SERVICES The Contractor shall make no delivery of materials, plant or other things nor commence any work on the Site without obtaining the Company's prior consent.Non exclusive access to the Site shall be granted by the Company to enable the Contractor to carry out the Services or Project concurrently with the execution of work by others. The Contractor shall co-operate with such others as the Company may reasonably require.The Company shall have the power at any time during the progress of the Services or Project to order in writing;(b) If the Contractor is a consultant, the Contractor shall also maintain professional indemnity insurance during the Contract period and for 6 years to cover its liability to the Company under this Contract, and, on request, shall provide to the Company copies of the policies together with satisfactory evidence of payment of premiums.The Contractor (if an individual) represents that he is regarded by both HM Revenue and Customs and the Department of Work and Pensions as self-employed and accordingly shall indemnify the Company against any tax, national insurance contributions or similar imposition for which the Company may be liable in respect of the Contractor by reason of this Contract.
EQUALITY/HUMAN RIGHTS The Contractor agrees to comply with the Equality Act 2010 including any codes of practice issued thereunder and to perform this Contract in a non-discriminatory mannerThe Contractor agrees to assist the Company to meet its responsibility to monitor the equality of the provision of any services provided by the Company. The Company may require the Contractor to complete a questionnaire and/or provide information to the Company on the extent and quality of the Contractor equalities and diversity policies and practice.The Contractor shall not discriminate directly or indirectly, or by way of victimisation or harassment, against any person on grounds of the protected characteristics.The Contractor shall notify the Company forthwith in writing as soon as it becomes aware of any Equalities investigation or proceedings brought against the Contractor.The Contractor shall indemnify the Company in respect of all costs, claims and demands arising from a third party claim resulting from the Contractor's obligations under this clause.If the Contractor fails to meet the required standards set out in the above legislation or codes of practice and after having been given the opportunity to improve the Company may take further action, including the termination of this Contract.The Company as a Public Authority has a positive obligation to ensure compliance with the Human Rights Act 1998 (HRA) and as a Contractor working for and on behalf of the Company; the Contractor has a similar duty under the HRA and agrees to deliver effective and appropriate services having due regard to the HRA.The Contractor shall indemnify the Company in respect of all costs, claims and demands arising from a third party claim resulting from the Contractors obligations under this Condition.
PREVENTION OF BRIBERY The Company may terminate the Contract and recover any losses if the Contractor, its employees, directors, agents, representatives or anyone acting on the Contractor's behalf do any of the following things;(a) offers, offered, promised or gave a bribe (as defined by the Bribery Act 2010) to the Company or any of its employees or members whether prior to or after the date of this Contract concerning the negotiation, the entering into, the terms and conditions of or the performance of this Contract (even if the Contractor does not know what has been done); or(b) commit any fraud in connection with this or any other Company contract whether alone or in conjunction with Company members of employeesThe Contractor shall comply with the Bribery Laws, including ensuring that it has in place adequate procedures to ensure compliance with the Bribery Laws, prevent bribery and use all reasonable endeavours to ensure that:(a) it complies with any Company Policies on bribery and corruption(b) all of the Contractor's its employees, directors, agents, representatives or anyone associated or acting on the Contractor's behalf involved in performing this Contract so comply.The expressions 'adequate procedures' and 'associated' shall be construed in accordance with the Bribery Act 2010 and all documents published under it.
TERMINATION The Contractor shall notify the Company in writing immediately upon the occurrence of any of the following events:(a) where the Contractor is an individual if a petition is presented for the Contractor's bankruptcy, or he makes any composition or arrangement with or for the benefit of creditors, or makes any conveyance or assignment for the benefit of creditors, or if an administrator is appointed to manage his affairs; or(b) where the Contractor is not an individual but is a firm or a number of persons acting together in any capacity, if any event in (a) or (c) of this Condition occurs in respect of any partner in the firm or any of those persons or a petition is presented for the Contractor to be wound up as an unregistered company; or(a) the removal from the Site of any materials which in the opinion of the Company are either hazardous, noxious or not in accordance with the Contract, and/or(b) the substitution of proper and suitable materials and/or(c) the removal and proper re-execution notwithstanding any previous test thereof or interim payment therefore of any work which in respect of material or workmanship, is not in the opinion of the Company in accordance with the Contract.On completion of the Services or Project the Contractor shall remove his plant, equipment and unused materials and shall clear away from the Site all rubbish arising out of the Services and leave the Site in a neat and tidy condition.
TIME OF PERFORMANCE The Contractor shall begin and complete the performance of the Services or Project and/or supply the Goods on the dates promised or stated in the Order. Time is of the essence of the Contract.The Company may:(a) by written notice require the Contractor to execute the Services or Project in a particular order(b) require the Contractor to submit detailed programmes of work and progress reports for the Services or Project.Failure to supply Goods within time shall enable the Company to release it self from any obligation to accept or pay for the Goods and/or to cancel all or part of the order without prejudice to any other rights or remedies.
PRICE, RISK, FEES AND PAYMENT Payment shall be due 30 days after completion of the Service or Project or after receipt of the Goods or after the Payment Date as set out in the Order provided that the Goods, Services or Project have been supplied in accordance with the Order, to the Company's satisfaction and after receipt of detailed invoices.VAT, where applicable, shall be shown separately on all invoices.Where the Company has agreed to pay the Contractor fees on a time spent basis rather than a fixed contract price;
a) the Company shall pay to the Contractor the fees at the rate specified in the Order and
b) The Contractor shall be entitled to be reimbursed by the Company the amount of any expenses previously agreed between the parties and confirmed in writing by the Company and reasonably and properly incurred by the Contractor in the performance of his duties hereunder subject to production of such evidence thereof as the Company may reasonably require.
The Company will not accept any increase in the Contract Price or fees specified in the Quote.Property and risk in Goods pass to the Company upon delivery but without prejudice to any of the rights or remedies Including the rights under clause 10.
THE GOODS Any Goods shall be to the reasonable satisfaction of the Company and shall conform in all respects with any particulars specified in the Order. Any Goods shall conform in all respects with the requirements of any legislation currently in force.Any Goods shall be fit and sufficient for the purpose for which such goods are ordinarily used and for any particular purpose made known to the Contractor by the Company and the Company relies on the skill and judgement of the Contractor in the supply of the Goods and the execution of the Order.
DELIVERY OF GOODS The Goods shall be delivered to the place named in the Order.
INSPECTION, REJECTION AND GUARANTEE OF THE GOODS The Contractor shall permit the Company to make any inspections or tests it may reasonably require and the Contractor shall afford all reasonable facilities and assistance free of charge at his premises. No failure to make complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by the Company of any rights or remedies in respect of the Goods.The guarantee period for the Goods shall be 12 months from putting into service or 18 months from delivery whichever shall be the shorter (unless agreed otherwise in writing between the Parties). The Company may:
(i) within a reasonable time after delivery to the Company or
(ii) within such guarantee period or within 30 days thereafter if the Company becomes aware of any defect in any of the Goods under proper and normal useby written notice to the Contractor reject any of the Goods which fail to meet the requirements specified herein.
If the Company shall reject any of the Goods(c) where the Contractor is a company, if the company passes a resolution for winding-up or dissolution (otherwise than for the purposes of and followed by an amalgamation or reconstruction) or the court makes an administration order or a winding-up order, or the company makes a composition arrangement with its creditors, or an administrative receiver, receiver or manager is appointed by a creditor or by the court, or possession is taken of any of its property under the terms of a floating charge. On the occurrence of any of the events described in paragraph 19.1 or, if the Contractor shall have committed a material breach of this Contract and (if the breach is capable of remedy) shall have failed to remedy such breach within thirty days of being required by the Company in writing to do so or, where the Contractor is an individual, if he shall die or be adjudged incapable of managing his affairs within the meaning of Part Vii of the Mental Health Act 1983, the Company shall be entitled to terminate this Contract by notice to the Suppler with immediate effect. Thereupon, without prejudice to any other of his rights, the Client may himself complete the Services or have them completed by a third party, using for that purpose (making a fair and proper allowance therefore in any payment subsequently made to the Contractor) all materials, plant and equipment on the Site belonging to the Contractor, and the Company shall not be liable to make any further payment to the Contractor until the Services have been completed in accordance with the requirements of the Contract, and shall be entitled to deduct from any amount due to the Contractor the costs thereof incurred by the Company (including the Company's own costs). If this total cost to the Company exceeds the amount (if any) due to the Contractor, the difference shall be recoverable by the Company from the Contractor.In addition to its rights of termination under paragraph 19.2, the Company shall be entitled to terminate this Contract by giving to the Contractor not less than thirty days notice to that effect.Termination under paragraphs 19.2 or 19.4 shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereupon accrue to the Company and shall not affect the continued operation of Condition 10.
RECOVERY OF SUMS DUE Wherever under the Order any sum of money is recoverable from or payable by the Contractor, that sum may be deducted from any sum then due, or which at any later time may become due, to the Contractor under this Contract or under any other agreement or contract with the Company.
ASSIGNMENT AND SUB-CONTRACTING The Contractor shall not assign or sub-contract any portion of the Contract.
NOTICES Any notice given under or pursuant to the Contract may be sent by hand or by post or by registered post or by the recorded delivery service or transmitted by telex, telemessage, facsimile transmission or other means of telecommunication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown on the Order, or to such other address as the party may by notice to the other have substituted therefor, shall be deemed effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.
DATA PROTECTION The Contractor will deliver effective and appropriate services having due regard to Data Protection principles and compliance with its duties under the Data Protection Act 1998 or any statutory re-enactment thereof and all regulations deriving therefrom.In the event that the data is held by the Contractor on behalf of the Company and as a direct consequence of the contract between the parties then it will cooperate fully with the Company in the event of any data subject application and the response thereto at nil cost to the Company.The Contractor shall indemnify the Company in respect of all third party claims resulting from the Contractor's obligations under this Condition.Subject to Condition 24 below the Contractor agrees to take reasonable steps to keep confidential information relating to the Company which comes into the Contractor's possession and continue to maintain such confidentiality notwithstanding the termination of this Contract save such information that falls within the public domain.
FREEDOM OF INFORMATION/ENVIRONMENTAL INFORMATION REGULATIONS Notwithstanding anything to the contrary contained or implied in any documents or negotiations leading to the formation of this Contract:(a) the Company shall be entitled to publish and/or release any and all terms or conditions of this Contract, the contents of any documents and/or information relating to the formation of this Contract under the provisions of the Freedom of Information Act 2000 or Environmental Information Regulations 2004 pursuant to this Condition the Company shall be entitled (without prejudice to other rights and remedies) either to:(a) as quickly as possible have the Goods repaired or replaced (at the Company's option) by the Contractor with Goods which comply in all respects with the requirements specified herein; or(b) obtain a refund from the Contractor in respect of the Goods concerned.Any Goods rejected by the Company under this clause 10 shall be collected by the Contractor at the Contractor's risk and expense.
LABELLING AND PACKAGING OF GOODS Goods shall be packed in accordance with the Company's instructions and shall be clearly marked with the Order Number, the net, gross and tare weights, the name of the contents and all containers of hazardous goods (and all documents relating thereto) shall bear prominent and adequate warnings.All packaging materials will be considered non-returnable and will be destroyed.
HEALTH AND SAFETY The Contractor represents and warrants to the Company that the Contractor comply with all current Health and Safety legislation.The Contractor shall make available to the Company adequate information about the use for which any Goods have been designed and about any conditions necessary to ensure the safe use of the Goods.
FREE-ISSUE MATERIALS Where the Company issues materials free of charge to the Contractor such materials shall remain the property of the Company. The Contractor shall maintain all such materials in good order and shall use the materials solely in connection with the Contract. The Contractor shall notify the Company of any surplus materials remaining after completion of the Services or Project and shall dispose of them as the Company may direct. Waste of such materials arising from bad workmanship or negligence of the Contractor or any of his servants, agents or sub-contractors shall be made good at the Contractor's expense. Without prejudice to any other of the rights of the Company, the Contractor shall deliver up such materials whether processed or not to the Company on demand.
AUDIT The Contractor shall keep and maintain for six years after completion of the Contract records to the satisfaction of the Company of all expenditures which are reimbursable by the Company and of the hours worked and costs incurred in connection with any employees of the Contractor paid for by the Company on a time charge basis. The Contractor shall on request afford the Company or its representatives such access to those records as may be required by the Company.
PATENTS AND COPYRIGHT Except to the extent that the Services or Project incorporate designs furnished by the Company, the Services or Project will not infringe any patent, trade mark, registered design, copyright or other right in the nature of industrial property of any third party and the Contractor shall indemnify the Company against all actions, claims, demands, costs and expenses which the Company may suffer.All rights (including ownership and copyright) in any specifications, instructions, plans, drawings, patents, models, designs or other materials:(a) furnished or made available to the Contractor by the Company are hereby assigned to and shall vest in the Company:(b) prepared by or for the Contractor for use, or intended use, in relation to the performance of this Contract are hereby assigned to and shall vest in the Company absolutely, and the Contractor shall not and shall procure that his servants and agents shall not (except to the extent necessary for the implementation of this Contract) without prior written consent of the Company use or disclose any such specifications, instructions, plans, drawings, patents, models, designs or other material as aforesaid or any other information (whether or not relevant to this Contract) which the Contractor may obtain pursuant to or by reason of this Contract, except information which is in the public domain otherwise than by reason of a breach of this provision, and in particular (but without prejudice to the generality of the foregoing) the Contractor shall not refer to the Company or the Contract in any advertisement without the Company 's prior written consent.The provisions of this Clause 15 shall apply during this Contract and after its termination howsoever arising.
INDEMNITY AND INSURANCE The Contractor shall indemnify and keep indemnified the Company, against all actions, claims, demands, costs and expenses incurred by or made against the Company, its servants or agents in respect of any loss or damage or personal injury (including death) which arises out of or in connection with this Contract.Except in the case of loss, damage or personal injury (including death) suffered by an employee of the Contractor (in respect of which the Indemnity in Condition 11.1 shall apply whether or not the loss, damage or personal injury was caused by the negligent or wilful act or omission of the Company), the indemnity contained in Condition 11.1 shall not apply to the extent that the loss, damage or injury is caused by the negligent or wilful act or omission of the Company.The Contractor shall effect and have in force and shall require any sub-contractor to have in force:
(a) employer's liability insurance and public liability insurance in a sum of not less than £5,000,000 for any one occurrence or series of occurrences arising out of one event
(b) nothing contained in this Contract shall prevent the Company from disclosing and/or publishing under the provisions of the Freedom of Information Act 2000 or Environmental Information Regulations 2004 any term or conditions or information contained in or relating to the formation of this Contract.
The Contractor shall:
(a) co-operate with the Company and supply to it all necessary information and documentation required in connection with any request received by the Company under the said legislation.
(b) supply all such information and documentation at no cost to the Company and within seven days of receipt of any request.The Contractor shall not publish or otherwise disclose any information contained in this Contract or in any negotiations leading to it without the Company's previous written consent unless the Contractor is bound to publish and/or disclose such information under the said legislation and such information is not exempt from such disclosure and/or publication under the provisions of the said legislation
ENVIRONMENTAL The Contractor shall in its provision of the service use working methods, equipment, materials and consumables, which minimise environmental damage. In particular the Contractor shall ensure that it fully complies with the environmental obligations laid down in the Company's environmental policy, that it is familiar with the Company's environmental policy supplied with the Order and that it will support and assist the Company in meeting the aims laid down in it.
RETURN OF DOCUMENTATION On completion of this Contract or termination of this Contract for any reason all files documents and materials whatsoever (including information held electronically) created or held by the Contractor in relation to this Contract shall be delivered to the Company.
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 Notwithstanding any other provisions of this Contract nothing in this Contract confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.
HEADINGS The headings to Conditions shall not affect their interpretation.
GOVERNING LAW These Conditions shall be governed by and construed in accordance with English law and the Contractor hereby irrevocably submits to the jurisdiction of the English courts.
PRIORITY OF TERMS AND CONDITIONS Any quotes made to or Orders accepted from the Company for Goods and/or Services under £10,000.00 (excluding VAT) shall be on and subject to these conditions of contract unless otherwise agreed in writing by the Company.These conditions of contract shall take priority over the Contractor's terms and conditions and no terms introduced by the Contractor shall take priority over these conditions of contract.
Whilst travelling on the A429 today I came across a fallen tree blocking the road. One of your refuse trucks was parked to warn traffic whilst the crew from the truck cleared the road. This is an email to thank them for keeping our roads safe and clear of debris. If you could pass on my sincerest thank you I would be most grateful.
Mr W 15.05.17