Terms of Business

1. General

1. These are the terms that provision the Services provided by the Supplier which shall be incorporated into any signed Service Agreement.
2. If there is any conflict or ambiguity between the Terms of Business and the Service Agreement then the Service Agreement shall have priority over one contained in a document lower in the list.

2. Interpretation

2.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services by the Supplier, as set out in the Contract Details and Schedule 2.

Conditions: these terms and conditions set out in clause 1 (Interpretation) to 10 (General) (inclusive).

Contract: the contract between the Customer and the Supplier for the supply of the Services in accordance with this Contract, these Conditions, and any agreed Service Agreements.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer: as detailed in the specific Service Agreement.

Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier.

Deliverables: all documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts) and the Key Deliverables set out in the Service Agreement.

Intellectual Property Rights (“IPRs”): patents, rights to inventions, copyright and neighbouring and related 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.

Services: the services, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract, as described in the Variable Terms and Schedule 1.

Services Start Date: the day on which the Supplier is to start provision of the Services, as set out in the Service Agreement.

Supplier IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them or otherwise necessary or desirable to enable a Customer to receive and use the Service.

2.2 Interpretation:

(a) A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time. A reference to legislation or a legislative provision shall include all subordinate legislation made under that legislation or legislative provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3.3 Commencement and term

3.1 The Service Agreement shall detailed the commencement date and the term..

3.2 For the avoidance of doubt, all fees are non-refundable.

4. Supply of services

4.1 The Supplier shall supply the Services to the Customer from the Services Start Date as detailed in the Service Agreement.

4.2 In supplying the Services, the Supplier shall:

(a). Perform the Services with reasonable care and skill;

(b). Use reasonable endeavours to perform the Services in accordance with the service description set out in the Service Agreement;

(c). Comply with the Customer’s instructions provided that the Supplier shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract; and

(d). Observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer’s premises and have been communicated to the Supplier, provided that the Supplier shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

5. Customer’s obligations

5.1 The Customer shall:

(a). cooperate with the Supplier in all matters relating to the Services;

(b). provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by the Supplier;

(c). provide, in a timely manner, such information as the Supplier may reasonably require, and ensure that it is accurate and complete in all material respects; and

(d). provide reasonable and timely assistance to the Supplier, its agents, subcontractors, consultants and employees in the performance of the Supplier’s obligations.

5.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall:

(a). not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;

(b). be entitled to payment of the Charges despite any such prevention or delay; and

(c). be entitled to recover any additional costs, charges or losses the Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.

6. Data protection

6.1 For the purposes of this clause 5, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

6.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

6.3 The parties have determined that for the purposes of Applicable Data Protection Laws, the Supplier shall process the personal data as set out by the Supplier’s privacy notice available at https://growthanimals.com/privacy-notice/ (Privacy Notice).

6.4 Should the determination in clause 5.3 change, the parties shall use all reasonable endeavours to make any changes that are necessary to this clause 5.

6.5 The Customer consents to, (and shall procure all required consents and/or the Customer consents to the Supplier procuring all required consents on the Customer’s behalf, from its personnel, representatives and agents, in respect of) all actions taken by the Supplier in connection with the processing of Supplier Personal Data, provided these are in compliance with the then-current version of the Supplier’s Privacy Policy. In the event of any inconsistency or conflict between the terms of the Privacy Policy and this agreement, the Privacy Policy will take precedence.

6.6 Without prejudice to clause 5.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Supplier Personal Data and Customer Personal Data to the Supplier and lawful collection of the same by the Supplier for the duration and purposes of this agreement.

6.7 Without prejudice to clause 5.2, the Supplier shall, in relation to Customer Personal data:

(a). process that Customer Personal Data only on the documented instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that Customer Personal Data (Purpose). Where the Supplier is relying on Applicable Laws as the basis for processing Customer Personal Data, the Supplier shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer on important grounds of public interest. The Supplier shall inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection Laws;

(b). implement the technical and organisational measures (Processing, personal data and data subjects) to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(c). ensure that any personnel engaged and authorised by the Supplier to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

(d). assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e). notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;

(f). at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless the Supplier is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 5.8(f), Customer Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and

(g). maintain records to demonstrate its compliance with this clause 5, and allow for reasonable audits by the Customer or the Customer’s designated auditor, for this purpose, on reasonable written notice.

6.8 The Customer provides its prior, general authorisation for the Supplier to:

(a). appoint processors to process the Customer Personal Data, provided that the Supplier:

i. shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this clause 5;

ii. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and

iii. shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.

(b).transfer Customer Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are affected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

6.9 Either party may, at any time on not less than 30 days’ notice, revise this clause 5 (Data protection) by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

6.10 The Supplier’s liability for losses arising from breaches of this clause 5 is as set out in clause 8.7.

7. Intellectual property

7.1 The Supplier and its licensors shall retain ownership of all Supplier IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.

7.2 The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy and modify the Supplier IPRs for the purpose of receiving and using the Services and the Deliverables in the Customer’s business during the term of the Contract.

7.3 The Customer grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract.

7.4 The Customer shall indemnify the Supplier in full against any sums awarded by a court against the Supplier arising out of or in connection with any claim brought against the Supplier for infringement of a third party’s rights (including any IPRs) arising out of, or in connection with, the receipt or use of the Customer Materials by the Supplier.

8. Charges and payment

8.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause 7.

8.2 The Supplier may increase the Charges on an annual basis with effect from each anniversary of the date of this agreement in line with the percentage increase in the Retail Prices Index in the preceding 12-month period, and the first such increase shall take effect on the second anniversary of the date of this agreement and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.

8.3 The Supplier may increase the Charges on an annual basis with effect from each anniversary of the date of this agreement above the increase in the Retail Prices Index by giving not less than 8 weeks’ notice to the Customer prior to the renewal date.

8.4 The Supplier shall invoice the Customer for the Charges at the intervals specified in Schedule 2. If no intervals are so specified the Supplier shall invoice the Customer at the start of each month for Services performed during that month.

8.5 The Customer shall pay each invoice due and submitted to it by the Supplier, by the due date detailed in the Service Agreement, to a bank account nominated in writing by the Supplier.

8.6 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

8.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier’s remedies under clause 9 (Termination):

(a). the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

(b). the Supplier may suspend all Services until payment has been made in full.

8.8 All amounts due under the Contract from the Customer to the Supplier shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Limitation of liability

9.1 The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £1m. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

9.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.3 Neither party may benefit from the limitations and exclusions set out in this clause 8 in respect of any liability arising from its deliberate default.

9.4 Nothing in this clause 8 shall limit the Customer’s payment obligations under the Contract.

9.5 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a). death or personal injury caused by negligence; and

(b). fraud or fraudulent misrepresentation.

9.6 Subject to clauses 8.3, 8.4 and 8.5 the Supplier’s total liability to the Customer shall not exceed the total sum paid to the Supplier by the Customer in the preceding 12 month period or the level of the Supplier’s insurance cover stated in clause 8.1. The Supplier’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.

9.7 This clause 8.7 sets out specific heads of excluded loss and exceptions from them:

(a). Subject to clause 8.5, the types of loss listed in clause 8.7(c) are wholly excluded by the parties; but the types of loss and specific losses listed in clause 8.7(d) are not excluded.

(b). If any loss falls into one or more of the categories in clause 8.7(c) and also falls into a category, or is specified, in clause 8.7(d), then it is not excluded.

(c). The following types of loss are wholly excluded:

i. Loss of profits.

ii. Loss of sales or business.

iii. Loss of agreements or contracts.

iv. Loss of anticipated savings.

v. Loss of use or corruption of software, data or information.

vi. Loss of or damage to goodwill.

vii. Indirect or consequential loss.

viii. Losses caused by any event outside of the Supplier’s control.

d. The following types of loss and specific losses are not excluded:

i. Sums paid by the Customer to the Supplier pursuant to the Contract, in respect of any Services not provided in accordance with the Contract.

ii. Wasted expenditure.

iii. Additional costs of procuring and implementing replacements for, or alternatives to, Services not provided in accordance with the Contract. These include but are not limited to consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials.

iv. Losses incurred by the Customer arising out of or in connection with any third party claim against the Customer which has been caused by the act or omission of the Supplier. For these purposes, third party claims shall include but not be limited to demands, fines, penalties, actions, investigations or proceedings, including but not limited to those made or commenced by subcontractors, the Supplier’s personnel, regulators and customers of the Customer.

9.8 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by any applicable law are, to the fullest extent permitted by law, excluded from the Contract.

9.9 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 years from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

10. Termination

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

(a). the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

(b). the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c). the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d). the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

10.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a). the Customer fails to pay any amount due under the Contract on the due date for payment; or

(b). there is a change of control of the Customer.

10.3 Without affecting any other right or remedy available, either party may terminate the Contract with 1 months written notice (which complies with clause 10.8) to the other party.

10.4 On termination of the Contract for whatever reason:

(a). the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately upon receipt;

(b). any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect; and

(c). termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

11. General

11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

11.2 Assignment and other dealings.

(a). The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier’s prior written consent.

(b). The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

11.3 Confidentiality.

(a). Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 10.3. For the purposes of this clause 10.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

(b). Each party may disclose the other party’s confidential information:

ii. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3; and

ii. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c). Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.

11.4 Exclusivity

(a). The Supplier reserves the right to work with other customers within a similar category. However, as a courtesy, the Supplier shall notify the Customer if they enter into a Service Agreement with a competitor unless the Supplier is restricted from doing so.

11.5 Entire agreement.

(a). The Contract constitutes the entire agreement 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.

(b). Each party acknowledges that in entering into the Contract 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.6 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.7 Waiver.

(a). A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b). A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11.8 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 10.7 shall not affect the validity and enforceability of the rest of the Contract.

11.9 Notices.

(a). Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

i. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

ii. sent by email to the address specified in the Service Agreement.

(b). Any notice or communication shall be deemed to have been received:

i. if delivered by hand, at the time the notice is left at the proper address;

ii. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

iii. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 10.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c). This clause 10.8 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.

11.10 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.11 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

11.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation

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