Terms & Conditions: Services
Definitions:
Contract: contract between the Customer and the Supplier for the supply of services (Services) in accordance with these Conditions.
Customer: Cornwall Air Ambulance Trust, a Private Company Limited by Guarantee registered in England and Wales with Company Number 07085879 and registered charity in England and Wales with Charity Number 1133295.
Order: the order by the Customer for the supply of Services, as set out in the purchase order form of the Customer.
Specification: the description or specification for the Services agreed in writing by the Customer and the Supplier.
Supplier: person or firm from whom the Customer purchases the Services
1. Contract
1.1 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.2 The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.
1.3 The Order shall be deemed to be accepted on the earlier of:
1.3.1 the Supplier issuing a written acceptance of the Order; and
1.3.2 the Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.
2. Supply of Services
2.1 The Supplier shall from the date set in the Order and for the duration of this Contract provide the Services to the Customer in accordance with the
terms of the Contract.
2.2 The Supplier shall meet any performance dates for the Services specified in the Order or notified to the Supplier by the Customer. In providing the Services, the Supplier shall:
2.2.1 co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;
2.2.2 perform the Services with the best care, skill and diligence in accordance with best practice in the industry of the Supplier, profession or trade;
2.2.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the obligations of the Supplier are fulfilled in accordance with this Contract;
2.2.4 ensure that the Services and all documents, products and materials produced by the Supplier or its agents, contractors and employees in relation to the Services (“Deliverables”) will conform with all descriptions and specifications set out in the
Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer;
2.2.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
2.2.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship,
installation and design;
2.2.7 obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;
2.2.8 observe all health and safety rules and regulations and any other security requirements that apply at any premises of the Customer;
2.2.9 hold all materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier (Customer Materials) in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the
Customer, and not dispose or use the Customer Materials other than in accordance with the written instructions or authorisation provided by the
Customer; and
2.2.10 not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its activities, and the Supplier acknowledges that the Customer may rely
or act on the Services.
2.3 The Supplier shall deliver the Deliverables to the Customer free and clear of any encumbrance or any other third party rights or lien.
3. Charges and Payment
3.1 The Charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services.
3.2 The Supplier shall invoice the Customer on completion of the Services.
3.3 In consideration of the supply of the Services by the Supplier, the Customer shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.
3.4 The Customer may, without limiting its other rights or remedies, set off any amount owed to it by the Supplier under the Contract against any amount payable by the Customer to the Supplier under the Contract.
4. Indemnity and Insurance
4.1 The Supplier shall indemnify the Customer against all claims and expenses suffered by the Customer resulting from any breach of the Supplier’s obligations within the contract.
4.2 For the duration of the Contract and for a period of 6 years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on the request of the Customer, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
5. Intellectual Property Rights
5.1 The Supplier shall indemnify the Customer against all claims, costs and expenses which the Customer may suffer in connection with any claim that the use of the Deliverables by the Customer or any of its customers infringes any third party’s intellectual property right.
5.2 All specifications provided by the Customer and all intellectual property rights in the Deliverables made in accordance with such specification may only be used by the Supplier as necessary to perform the Contract. The Supplier hereby assigns (or shall procure the assignment) to the Customer absolutely with full title guarantee all right, title and interest in any such intellectual property rights and sign all documents necessary in the Customer’s opinion to vest all such intellectual property rights in the Customer.
6. Confidentiality
6.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
6.2 This clause 6 shall survive termination of the Contract.
7. Termination
7.1 The Contract may be terminated forthwith at any time by the Customer on written notice to the Supplier if:
7.1.1 the Supplier commits a material breach, or series of breaches resulting in a material breach, of the Contract and such breach is not remediable or if capable of remedy is not remedied within 15 days of written notice to do so;
7.1.2 The Supplier fails to provide the Services in accordance with Clause 2;
7.1.3 The Supplier becomes bankrupt;
7.1.4 The Supplier suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due;
7.1.5 the Supplier (a) negotiates with its creditors for rescheduling of its debts, (b) makes a proposal to or compounds with its creditors in respect of its debts or (c) makes an application to court for protection from its creditors generally;
7.1.6 the Supplier passes a resolution for winding-up or for the appointment of an administrator, or a step is taken to appoint a liquidator or administrator in relation to the Supplier, or a step is taken to obtain a winding-up order in relation to the Supplier;
7.1.7 a step is taken to appoint a receiver or administrative receiver in relation to the Supplier or any of its assets;
7.1.8 any creditor of the Supplier attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the Supplier’s assets, and such attachment or process is not discharged within 14 days;
7.1.9 the Supplier takes or suffers any action similar to any of the above in any jurisdiction;
7.1.10 there is a material change in the management, ownership or control of the Supplier;
7.1.11 the Supplier suspends trading, ceases to carry on business, or threatens to do either; or
7.1.12 the Supplier (being an individual) dies or ceases to be capable of managing his own affairs.
7.2 On termination of the Contract for any reason:
7.2.1 the Supplier will forthwith return any materials of the Customer then in its possession or control; if it fails to do so, the Customer may enter onto any premises owned by or under the control of the Supplier and take possession of them;
7.2.2 the accrued rights and liabilities of the parties will not be affected; and
7.2.3 any clause which expressly or by implication is to survive termination will do so.
8. Assignment and Subcontracting
8.1. The Supplier shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Customer.
8.2 The Customer may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third
party or agent.
9. Force Majeure
Neither party shall be liable to the other for any delay or failure in performing its obligations under the Contract to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable, provided that the Supplier shall use all reasonable endeavours to cure any such events or circumstances and resume performance under the Contract. If any events or circumstances prevent the Supplier from carrying out its obligations under the Contract for a continuous period of more than 31 Business Days, the Customer may terminate this Contract immediately by giving written notice to the Supplier.
10. Severance
If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
11. Third Party Rights
A person who is not a party to the Contract shall not have any rights under or in connection with it.
12. Variation
Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Customer.
13. Governing law and jurisdiction.
The Contract, and any dispute or claim arising out of or in connection with it shall be governed and construed by the law of England, with exclusive jurisdiction of the courts of England and Wales.