Vendor Terms and Conditions

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS SITE

The Services

Your (the “Vendor”) registration on the website as a Vendor creates a binding agreement between you and us (the “Company”), and you are responsible for ensuring that any information you provide during the registration process is accurate, complete and kept up to date. You are also responsible for ensuring that anyone who accesses our site using your account details complies with these Vendor Terms and Conditions.

Under these terms and conditions, the Vendor will provide consulting, design, and development services in accordance with instructions issued by the Company and, where applicable, the Company’s customers. These services include software development, database management, data processing, and website layout for IT projects. The scope and description of the services which shall be provided by the Vendor will be defined in a separate statement of work document (the “Engagement”), which together with these terms and conditions, will form this agreement (the “Agreement”). Any instructions relating to fees, payment, commercial terms, scope changes, or the Engagement shall be issued solely by the Company. The Contractor may receive operational or technical instructions directly from the Company’s customers, provided that such instructions are consistent with the Engagement and do not amend the commercial or contractual terms of this Agreement in any way. The Company agrees to pay for these services in accordance with the terms outlined in this Agreement.

The specific details of the services, including but not limited to expertise required, deliverables, applicable rates, payment terms, and timelines, shall be outlined in each respective Engagement.

In the event of any conflict, inconsistency, or discrepancy between these Vendor Terms and Conditions and any applicable Engagement, these Vendor Terms and Conditions shall prevail and take precedence to the extent of such conflict or inconsistency.

The Company may, at its discretion, require Contractors to subscribe to and pay applicable fees for access to or use of the website. Any such subscription fees, billing terms, and payment obligations shall be notified to the Vendor in advance and may be amended by the Company from time to time subject to the Company providing the Vendor with 30 days notice of such introduction of subscription fees.

Provision of Services and Acceptance of Services

The Vendor shall provide the services at its own risk and expense and shall be fully responsible for the performance and quality of the services. The Vendor may engage subcontractors only with the prior written approval of the Company, and the Vendor shall remain fully liable for the work, performance, and compliance of any subcontractors. All subcontractors must adhere to obligations consistent with this Agreement, and the Company reserves the right to reject any subcontractor without liability.

If requested by the Company, the Vendor must ensure that all subcontractors complete test tasks to assess their skills and quality of performance before being engaged in service delivery.

If the Company, or the Company’s customers are dissatisfied with the performance, conduct, or suitability of any subcontractor engaged by the Vendor in the provision of the services under this Agreement, the Company may notify the Vendor in writing, setting out the reasons for such dissatisfaction. Upon receipt of such notice, the Vendor shall use reasonable endeavours to procure a suitable replacement subcontractor within three (3) business days, at no additional cost to the Company and on commercial terms no less favourable to the Company than those applying to the replaced subcontractor. The replacement of any subcontractor shall not relieve the Vendor of its obligations or liability under this Agreement.

Upon completion of the relevant services or achievement of any agreed milestone, the Company shall have 5 business days from receipt of such notice to review the relevant services or deliverables and to notify the Vendor in writing of any material non conformity with the agreed scope or specifications, providing reasonable detail of the issues identified.

If the Company does not notify the Vendor of any concerns within the review period, the relevant services or deliverables shall be deemed accepted solely for the purposes of that milestone or completion stage. Any such acceptance shall not limit or prejudice the Company’s rights in respect of latent defects, ongoing performance obligations, or any breach that is not reasonably identifiable within the review period.

Where the Company has validly notified concerns within the 5-business day review period, the Vendor shall promptly and at its own cost remedy the notified issues within 5 business days of receipt of the notice, or any other period as may be agreed in writing by the Company. The Company shall have no obligation to make payment in respect of the relevant services or milestone until the notified issues have been remedied to the Company’s reasonable satisfaction.

The Vendor shall ensure that all services strictly comply with industry standards, technical specifications, and any other quality requirements outlined by the Company. The Company may set additional quality and performance requirements in the relevant Engagement, and failure to meet such requirements may result in rejection or non-payment for the services.

Payment Arrangements

The rate, currency, and payment terms applicable under these Vendor Terms and Conditions shall be defined in the relevant Engagement. Payments for services provided by the Vendor shall be made only upon the Company’s acceptance of the completed work as outlined in the Agreement. The Company reserves the right to reject or delay payment if the services are not performed in accordance with the agreed specifications, quality standards, or timelines.

If services are provided for the benefit of third parties, payments shall be made strictly as per the terms agreed upon by the Company. The Company shall have sole discretion in acting as an agent for such third parties and shall bear no liability for their payment obligations. The Vendor acknowledges that the Company is not responsible for third-party financial commitments beyond what is explicitly agreed upon.

Any bank fees, commissions, or charges related to the transfer of funds, including SWIFT payments or intermediary bank fees, shall be borne by the Vendor, unless explicitly agreed otherwise in writing by the Company. The Company shall not be liable for additional costs beyond the agreed service fees outlined in the relevant Engagement.

The Vendor shall have no right to demand or withhold additional fees, commissions, or penalties beyond the payments expressly stipulated in this Agreement. The Company shall not be liable for any late fees, interest, or penalties unless explicitly agreed in writing. The Company retains the right to withhold payment if the Vendor fails to meet service delivery obligations or breaches this Agreement.

The Vendor must submit a monthly report by the end of each calendar month. The report must accurately set out all work completed during the month and any hours or deliverables provided during that calendar month.

The monthly report constitutes the Vendor’s confirmation of completed works for that month. The Company will have 5 business days from receipt of the monthly report to review and approve it. Approval may be provided through the platform or in writing. If the Company does not approve or raise a claim within the 5 business day review period, the monthly report will be deemed accepted, and the fees for the services provided in that calendar month will become payable by the Company within 15 business days of its approval.

Invoices are generated only after either (a) customer approval of the report or (b) deemed acceptance following the review period.

The Vendor may propose changes to the fees payable for the services at intervals of no less than six (6) months by giving the Company written notice of the revised rates. The Company shall have thirty (30) business days from receipt of such notice to notify the Vendor in writing whether it accepts the proposed changes. If the Company does not notify the Vendor of its rejection within that thirty (30) business day period, the revised rates shall be deemed accepted and shall take effect from the date specified in the Vendor’s notice. If the Company rejects the proposed changes within that period, the revised fees shall not apply, and either party may, at its discretion, terminate the Agreement by giving not less than thirty (30) business days’ written notice to the other party.

Company’s Rights and Obligations

The Company shall have no obligations under this Agreement except as expressly stated herein. The Company shall not be liable for any failure or delay in providing information, materials, or access unless such failure results solely from its gross negligence or wilful misconduct.

The Company may, at its sole discretion, provide the Vendor with information and documents necessary for service provision. However, the accuracy, completeness, and timeliness of such information shall not be guaranteed, and the Company shall bear no liability for any reliance placed on it by the Vendor.

The Company, along with the Company’s customers retain full discretion to accept, reject, or request modifications to the services provided by the Vendor. The Company, or the Company’s customers acceptance of services shall not constitute a waiver of its rights to reject defective, non-conforming, or delayed services at any later time.

The Company shall make payments only for services that meet its full satisfaction and reserves the right to withhold payment in the event of any deficiencies or contractual breaches by the Vendor. Payments shall be made strictly in accordance with the agreed terms and shall not be deemed automatic or unconditional.

The Company shall have the right to:

Provide the Vendor with instructions and expectations regarding the process, quality, and execution of the services, which shall be binding upon the Vendor.
Supervise, monitor, and control the quality and execution of the Vendor’s services at any stage.
Request and receive all necessary information regarding the services provided, at any time and in any format deemed appropriate by the Company.
Conduct audits or examinations of the Vendor’s business transactions, including those involving third parties, through an independent auditor, with the Vendor ensuring full cooperation and disclosure of all requested records.
Terminate or suspend this Agreement at its sole discretion without liability, subject to the applicable notice period.

Vendor’s Obligations

The Vendor shall be fully responsible for the provision of services at its own risk and expense, in strict compliance with the terms of this Agreement, as well as with the Company’s instructions and expectations.

The Vendor shall be solely responsible for ensuring that its employees, subcontractors, or agents comply with the obligations set forth in this Agreement. Any failure, error, or misconduct by such persons shall be deemed a breach by the Vendor itself, for which the Vendor shall be fully and directly liable.

The Vendor shall be at all times fully responsible and liable for all access to and use of the Company’s site carried out using the Vendor’s account details, whether accessed by the Vendor or by any third party. The Vendor undertakes to ensure that any person who accesses the site using their account details complies in full with this Agreement.

Upon termination of this Agreement, the Vendor shall promptly return all documents, records, and materials obtained from the Company. The Vendor shall permanently delete all electronic copies of confidential or proprietary information and shall cease any use of such materials.

During each respective Engagement, the Vendor shall:

provide the Services, including the agreed upon deliverables, with all due care, skill and ability and use their best endeavours to promote the interests of the Company;
promptly give to the Company all such information and reports as it may reasonably require in connection with matters relating to the provision of the services;

If the Vendor is unable to provide the services due to illness or injury, they shall advise the Company of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with the applicable Engagement in respect of any period during which the services are not provided.

The Vendor shall use reasonable endeavours to ensure that they are available at all times on reasonable notice to provide such assistance or information as the Company may require. The Vendor shall bear full liability for any inaccuracies, omissions, or delays in the information provided.

Unless they have been specifically authorised to do so by the Company in writing, the Vendor shall not:

have any authority to incur any expenditure in the name of or for the account of the Company; or
hold themselves out as having authority to bind the Company.

The Vendor shall comply with the Company’s policies available on the Company’s website and which might be available from the Company from time to time.

The Vendor shall:

comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
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 UK;
promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Vendor in connection with the performance of the Agreement; and
ensure that all persons associated with the Vendor or other persons who are performing services or providing goods in connection with the Agreement comply with this provision.
Failure to comply with clause may result in the immediate termination of the Agreement.

Vendor’s Rights

The Vendor may request information necessary for service provision; however, the Company shall have the absolute right to withhold or deny any such request in order to protect Confidential Information, trade secrets, or third-party interests. The Vendor shall have no claim against the Company for any refusal to disclose such information.

The Vendor shall be entitled to payment only for services duly completed, accepted, and approved by the Company. The Company retains the sole discretion to withhold, delay, or dispute payment for any services that do not meet the required standards or contractual obligations in accordance with this Agreement.

Confidential Information

For the purposes of this clause, “Confidential Information” shall mean any and all information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, clients, suppliers, products, affairs and finances of the Company or any of its affiliates for the time being confidential to the Company or any of its affiliates and trade secrets including, without limitation, technical data and know-how relating to the business of the Company or of any of its affiliates or any of their suppliers, customers, clients, agents, distributors, shareholders, management or business contacts, including in particular (by way of illustration only and without limitation) and including (but not limited to) information that the Vendor creates, develops, receives or obtains in connection with this Agreement, whether or not such information (if in anything other than oral form) is marked confidential.

The Vendor acknowledges that during the term of this Agreement they will have access to Confidential Information. The Vendor has therefore agreed to accept the restrictions in this clause.

Subject to the remainder of this clause, the Vendor shall not (except in the proper course of their duties), either during the term of this Agreement or at any time after the termination of the Agreement, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information.

This restriction does not apply to:

any use or disclosure authorised by the Company or required by law; or
any information which is already in, or comes into, the public domain otherwise than through the Vendor’s unauthorised disclosure.
At any stage during the Agreement, the Vendor will promptly on request return all and any Company property, materials, and documents in their possession to the Company.

Nothing in this clause shall prevent the Vendor or, where applicable, the Company (or any of its officers, employees, workers or agents) from:

reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution;
doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority;
whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing);
complying with an order from a court or tribunal to disclose or give evidence;
making any other disclosure as required by law; or
disclosing information to any person who owes a duty of confidentiality (which the Vendor and the Company agree not to waive) in respect of information disclosed to them, including legal or tax advisers or, in the Vendor’s case, persons providing them with medical, therapeutic, counselling or support services.

Working Hours

The Company operates in line with the public holiday calendar of England and Wales. The Vendor shall not be required to provide services on public holidays in England and Wales unless this has been expressly agreed in advance in writing by the Company. Where the Company requires the Vendor to provide services on a public holiday, this shall be subject to prior written agreement on any applicable rates or commercial terms.

Liability and Insurance

The Vendor is required to obtain insurance to cover their own legal liability.

Nothing in this subheading shall limit the parties payment obligations or any liability which cannot be legally limited, including but not limited to liability for:

Death or personal injury caused by negligence;
Fraud or fraudulent misrepresentation; and
Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

The Vendor shall be liable for any non-performance or improper performance of their obligations under this Agreement strictly in accordance with the terms set out in this Agreement. The Company shall bear no liability for any losses, claims, damages, or expenses incurred by the Vendor, unless arising directly from the Company’s gross negligence or wilful misconduct.

The Vendor shall be solely responsible for ensuring that its employees, agents, subcontractors, or any other persons engaged in the execution of the services under this Agreement fully comply with its terms. The Vendor shall be entirely liable for any acts, omissions, errors, misconduct, or breaches of duty committed by such individuals in connection with the performance of services.

The Vendor expressly acknowledges that the Company is a service platform facilitating the engagement between the Vendor and the Company’s customers. The Company assumes no responsibility for the performance, quality, legality, or outcomes of the services provided by the Vendor.

The Vendor shall at all times indemnify, defend, and hold harmless the Company, its customers, officers, directors, employees, and affiliates from and against all claims, liabilities, losses, damages, costs, and expenses (including legal fees) arising from:

Any failure of the Vendor to perform its obligations under this Agreement;
Any breach of laws, regulations, or third-party rights by the Vendor or its personnel;
Any negligence, misconduct, or misrepresentation by the Vendor in relation to the services provided;
Any claim from any third parties (including the Company’s customers) regarding the Vendor’s performance, including claims for defective, inadequate, or delayed service delivery.

The Company shall not be liable for:

Any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, or business opportunities suffered by the Vendor;
Any delays, service interruptions, or failures caused by third-party service providers, force majeure events, or factors beyond the Company’s reasonable control;
Any contractual disputes, liabilities, or issues arising between the Vendor and the Company’s customers.

Termination

Either party may terminate this Agreement by providing at least thirty (30) calendar days’ written notice.

During the notice period, all parties must continue to comply with these terms, submit reports, deliver work, and pay invoices in the normal manner.

Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 5 business days after being notified in writing to do so;

the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 5 days calendar days;

the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

Change control

The Company may propose a change to the Engagement or any other agreed term of the services by giving the Vendor not less than fifteen (15) calendar days’ prior written notice. The notice shall set out reasonable details of the proposed change and its anticipated impact on the services, charges, and timing.

The Vendor shall have five (5) calendar days from receipt of the notice to notify the Company in writing whether it accepts the proposed change.

If the Vendor accepts the proposed change, the parties shall record the change in writing, and the agreed change shall take effect in accordance with that written agreement.

If the Vendor does not accept the proposed change within the specified period, either party may terminate this Agreement by giving not less than thirty (30) business days’ written notice to the other party.

Termination pursuant to this clause shall be without prejudice to any rights or obligations accrued prior to termination.

Restrictive Covenants

For the purposes of this clause:

“Restricted Business” means any business, product or service of the Company with which the Company was materially involved, or which was actively planned or developed, during the term of this Agreement and the twelve months preceding termination or expiry.

“Restricted Customer” means any person or entity who, during the twelve months preceding termination or expiry, was a customer, client, prospective customer, or party in active negotiations with the Company, including where a proposal, quotation, pitch or tender had been submitted.

“Restricted Person” means any individual engaged by the Company during the twelve months preceding termination or expiry whose engagement by a competing business could reasonably cause material harm to the Company due to their role, influence, or access to confidential, commercial or customer information.

The Vendor shall not, for twelve months following termination or expiry of this Agreement, directly or indirectly:

solicit or attempt to solicit any Restricted Customer in competition with the Restricted Business;

deal with any Restricted Customer where such dealing results from a breach of this clause;

solicit, engage, or attempt to engage any Restricted Person; or

engage any Restricted Person where the Customer knew or ought reasonably to be aware that such engagement would cause that person to cease or materially reduce their engagement with the Company.

This clause applies whether the Vendor acts directly or through any affiliate, agent, or third party.

Each restriction is separate and severable and shall apply to the maximum extent permitted by law, subject to modification where necessary to ensure enforceability.

A breach of clauses relating to Restricted Person shall give rise to a placement fee equal to fifteen (15) per cent of the Restricted Person’s annualised remuneration, calculated by reference to their hourly rate through the Company, payable within five (5) business days of commencement of engagement.

A breach of clauses relating to a Restricted Customer or Restricted Business shall give rise to liquidated damages equal to fifteen (15) per cent of all fees or consideration paid or payable between the Vendor and the relevant Restricted Customer during the twelve months following the breach, which the parties agree is a genuine pre-estimate of loss and not a penalty.

The rights and remedies in this clause are cumulative and do not limit any other rights or remedies available to the Company, including injunctive relief.

Intellectual Property Rights

For the purposes of this clause, the following definitions shall apply:

“Intellectual Property”: any and all patents, utility models, rights to Inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Invention”: any invention, idea, discovery, development, improvement or innovation made by the Vendor in the provision of the services under this Agreement, whether or not patentable or capable of registration, and whether or not recorded in any medium.

“Works”: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Vendor in the provision of the services under this Agreement.

The Vendor hereby assigns to the Company all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this agreement, the Vendor holds legal title in these rights and inventions on trust for the Company.

The Vendor undertakes:

to notify to the Company in writing full details of any Inventions promptly on their creation;
to keep details of all Inventions confidential;
whenever requested to do so by the Company and in any event on the termination of the Agreement, promptly to deliver to the Company all correspondence, documents, papers and records on all media (and all copies or abstracts of them) recording or relating to any part of the Works and the process of their creation which are in their possession, custody or power;
not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Company; and
to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Company.

The Vendor warrants to the Company that:

they have not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;
they are unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
the use of the Works or the Intellectual Property Rights in the Works by the Company or its customers will not infringe the rights of any third party.

The Vendor agrees to indemnify the Company and its customers, and keep them indemnified at all times against all or any costs, claims, damages or expenses incurred by the Company and its customers, or for which the Company and its customers may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Vendor to the Company and its customers during the course of providing the services under this Agreement. The Vendor shall maintain adequate liability insurance coverage and ensure that the Company’s interest is noted on the policy, and shall supply a copy of the policy to the Company on request. The Company may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Vendor.

The Vendor waives any moral rights in the Works to which they are now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the Vendor’s moral rights.

The Vendor acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this Agreement are due or may become due to the Vendor in respect of the performance of their obligations under this clause.

The Vendor undertakes, at the expense of the Company, at any time either during or after the Agreement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Company, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Company or its customers and to defend the Company or its customers against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions.

The Vendor irrevocably appoints the Company to be their attorney in their name and on their behalf to execute documents, use the Vendor’s name and do all things which are necessary or desirable for the Company to obtain for itself or its nominee the full benefit of this clause.

Governing Law and Jurisdiction

These terms of service, their subject matter and their formation, are governed by English law. We both agree that the courts of England and Wales will have exclusive jurisdiction.

Severability

If any of these T&C’s shall be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining terms or conditions.

Force Majeure

The Company is not liable for any delays caused by circumstances beyond Company’s control, e.g. general employee disputes, extreme weather, acts of war, fire, lightning, terrorist attacks, changed governmental orders, technical problems, defects in power- /tele-/computer communications or other communication and defects or delays in the service by sub-suppliers due to circumstances set forth above. Such circumstances shall result in relief from damages and other measures. If the situation has lasted for more than two months, both the Vendor and the Company are entitled to terminate the Agreement with immediate effect.

No partnership or agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Entire Agreement

This Agreement constitutes the entire terms and conditions between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

GDPR and data processing

For the purpose of this clause, “Data Protection Legislation” shall mean all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

“Personal Data” means any information relating to an identified or identifiable natural person, as defined in the Data Protection Legislation, including any data processed by the Vendor on behalf of the Company in connection with the Services.

The Vendor shall collect and process any information relating to the Company, its customers, or any individual engaged through the platform strictly in accordance with the Company’s privacy notice and any applicable data protection policies, as amended from time to time.

For the purposes of the Data Protection Legislation, the Company shall act as the controller and the Vendor shall act as the processor, unless otherwise expressly agreed in writing.

Each party shall comply at all times with the Data Protection Legislation.

The Vendor shall, in relation to any Personal Data processed in connection with the Services:

process such Personal Data only on the documented instructions of the Company;
ensure that all Personal Data is kept strictly confidential;
comply with all privacy standards, data protection policies, and reasonable instructions issued by the Company from time to time;
not transfer any Personal Data outside the United Kingdom without the Company’s prior written consent and unless such transfer complies fully with the Data Protection Legislation;
notify the Company without undue delay upon becoming aware of any Personal Data breach or any communication relating to compliance with the Data Protection Legislation;
upon termination of the Agreement or upon the Company’s written request, promptly delete or return all Personal Data and any copies thereof, unless retention is required by law; and
maintain complete, accurate, and up to date records sufficient to demonstrate compliance with this clause.

The Vendor shall implement and maintain appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage, having regard to the nature of the data, the risks involved, the state of technological development, and the cost of implementation.

The Vendor shall not appoint or permit any third party to process Personal Data on its behalf without the prior written consent of the Company.

The Vendor shall remain fully liable for the acts and omissions of any authorised sub processor and shall indemnify the Company and its customers against all losses, liabilities, costs, damages, and expenses arising out of or in connection with any breach of this clause or the Data Protection Legislation by the Vendor or any sub processor.

Holidays and days-off

The Vendor must provide at least thirty (30) days’ notice before any of its appointed subcontractor, agents, employees will be taking any planned holidays and at least five (5) days’ notice before taking any unplanned days off, except in cases of emergency or illness.

The Vendor must ensure continuity of service and must take reasonable steps to avoid disruption to customer projects during periods of absence.

Failure to provide the required notice may be treated as a breach of these terms and conditions.