Bond Agency a brand of Bond Connect Ltd.
- Definitions and interpretation
- In these Conditions the following definitions apply:
- means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;
- means all employees, officers, staff, other workers, agents and consultants of Bond and any of their sub-contractors who are engaged in the performance of the Services from time to time;
- means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption;
- means a day other than a Saturday, Sunday or bank or public holiday;
- means the party named in the Agreement which has agreed to purchase the Services from Bond and whose details are set out in the Order;
- means a complaint or request (other than a Data Subject Request) relating to either party’s obligations under Data Protection Laws relevant to the Agreement and/or the processing of any of the Shared Personal Data, including any compensation claim from a Data Subject or any notice, investigation or other action from a Data Protection Supervisory Authority relating to the foregoing (and Complainant means the Data Protection Supervisory Authority, Data Subject or other person initiating or conducting a Complaint);
- means Bond’s terms and conditions of supply set out in this document;
- means any commercial, financial or technical information, information relating to the Services, plans, pricing details, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Agreement;
- means a freely given, specific, informed and unambiguous indication (by a statement or by a clear affirmative action) by which the relevant Data Subject has agreed to the relevant transfer(s) and/or processing of the Shared Personal Data relating to him or her that has not been withdrawn (and Consented shall be construed accordingly);
- means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the Client and Controls, Controlled and under common Control shall be construed accordingly;
- has the meaning given in applicable Data Protection Laws;
Data Protection Laws
- means, as applicable to either party and/or to the rights, responsibilities and/or obligations of either party in connection with the Agreement:
- the GDPR;
- the Data Protection Act 2018;
- the Directive 2002/58/EC (ePrivacy Directive) and/or the Privacy and Electronic Communications (EC Directive) Regulations 2003;
- any other applicable law relating to the processing, privacy and/or use of Personal Data, as applicable to either party and/or to the rights, responsibilities and/or obligations of either party in connection with the Agreement;
- any laws which implement any such laws; and
- any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Data Protection Supervisory Authority
- means any regulator, authority or body responsible for administering Data Protection Laws;
- has the meaning given in applicable Data Protection Laws from time to time;
Data Subject Request
- means a request made by a Data Subject to exercise any right(s) of Data Subjects under Chapter III of the GDPR or under any similar Data Protection Laws in relation to any of the Shared Personal Data or concerning the processing of such data;
- means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Services;
- the engagement of Bond by the Client in accordance with the terms of the Agreement;
- means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Agreement including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Agreement, strike, lockout or boycott or other industrial action including those involving Bond’s or its Bonds’ workforce, but excluding the Client’s inability to pay or circumstances resulting in the Client’s inability to pay;
means any individual provided by Bond to provide the Services;
Intellectual Property Rights
- means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:
- whether registered or not;
- including any applications to protect or register such rights;
- including all renewals and extensions of such rights or applications;
- whether vested, contingent or future;
- to which the relevant party is or may be entitled, and
- in whichever part of the world existing;
- means the General Data Protection Regulation, Regulation (EU) 2016/679;
- has the meaning given in clause 21.1;
- has the meaning given in clause 18.2.1;
- means the order for the Services from Bond placed by the Client in substantially the same form as set out in the proposal provided by Bond to the Client;
- means the delivery of the Services;
- has the meaning given in applicable Data Protection Laws from time to time;
Personal Data Breach
- has the meaning given in the GDPR;
- has the meaning set out in clause 4.1;
- has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including process, processed and processes shall be construed accordingly);
- Relevant Period
- means the term of the Agreement;
- means the services set out in the Order and to be performed by Bond for the Client in accordance with the Agreement;
Shared Personal Data
- means Personal Data received by the Receiving Party from or on behalf of the Disclosing Party, or otherwise made available by the Disclosing Party for the Permitted Purpose.
- means the description provided for the Services set out or referred to in the Agreement;
- means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended, re-enacted or extended from time to time;
- means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.
- In these conditions Bond means the Bond Agency, a brand of Bond Connect Ltd. with it registered offices at 483 Green Lanes, N13 4BS, London, United Kingdom
- In these Conditions, unless the context requires otherwise:
- a reference to the Agreement includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
- any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
- a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
- a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
- a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
- a reference to a gender includes each other gender;
- words in the singular include the plural and vice versa;
- any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
- a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
- without prejudice to the provisions of clause 23, a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Agreement;
- without prejudice to the provisions of clause 23, a reference to legislation includes all subordinate legislation made from time to time under that legislation; and
- a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
- Application of these conditions
- These Conditions apply to and form part of the Agreement between Bond and the Client. They supersede any previously issued terms and conditions of purchase or supply.
- No terms or conditions endorsed on, delivered with, or contained in the Client’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Agreement except to the extent that Bond otherwise agrees in writing.
- No variation of these Conditions or to an Order or to the Agreement shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of Bond and the Client respectively.
- Each Order by the Client to Bond shall be an offer to purchase Services subject to the Agreement including these Conditions.
- If Bond is unable to accept an Order, it shall notify the Client as soon as reasonably practicable.
- The offer constituted by an Order shall remain in effect and be capable of being accepted by Bond for ten (10) Business Days from the date on which the Client submitted the Order, after which time it shall automatically lapse and be withdrawn.
- Bond may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Services shall arise, until the earlier of:
- Bond’s written acceptance of the Order; or
- Bond performing the Services or notifying the Client that they are ready to be performed (as the case may be).
- Rejection by Bond of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Client.
- Bond may issue quotations to the Client from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Client.
- Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Agreement.
- Subject to the terms of the Agreement, Bond's engagement under the Agreement will commence upon Bond’s acceptance of the Order and will continue
- in the case a one off Engagement, until completion of the Services, when it will automatically terminate; or
- in the case of a recurring retainer, for at least 3 months and, after this three month period, until either the Client or Bond gives to the other not less than 1 months’ notice in writing terminating the Agreement.
- Where the Services being provided by Bond include one off Engagements and services provided under a recurring retainer, the duration set out in clause 3.1.2 will apply.
- The price for the Services shall be as set out in the Order or, where no such provision is set out, shall be calculated in accordance with Bond’s scale of charges in force from time to time (the Price).
- The Prices are exclusive of:
- travel and subsidence expenses which shall be charged in addition at Bond’s standard rates, and
- VAT (or equivalent sales tax).
- The Client shall pay any applicable VAT to Bond on receipt of a valid VAT invoice.
- Bond shall invoice the Client for the Services, partially or in full, at any time following acceptance of the Order.
- The Client shall pay all invoices:
- in full without deduction or set-off, in cleared funds within 30 days of the date of each invoice; and
- to the bank account nominated by Bond.
- Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
- Bond may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of Natwest Bank plc from time to time in force, and
- interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
- Where it has been agreed that payment of all or part of the Price is to be made in advance, the Client agrees that Bond may choose not to commence work on the Services until payment is received by Bond.
- If the Individual or any other Bond Personnel are required to travel abroad in connection with the provision of the Services, the Client will reimburse Bond for the reasonable cost of Bond and/or the Individual and/or Bond Personnel obtaining any necessary insurance and inoculations and/or of complying with immigration requirements.
- Tax and national insurance contributions
- Bond will, as far as is required by law, be responsible for and will account to the appropriate authorities for all income tax liabilities and national insurance in respect of the Price and/or expenses paid in respect of the Services. Bond acknowledges that the Client will not be operating PAYE or making or deducting any national insurance contributions in respect of the provision of the Services and the Price payable under the Agreement.
- If any claim, assessment or demand is made against the Client for payment of income tax or national insurance contributions or other similar contributions due in respect of the payments made to Bond under the Agreement:
- no payment will be made by the Client to HM Revenue and Customs without Bond first being given particulars of any proposed payment and the opportunity at its own expense to dispute the basis for and amount of any payment;
- Bond will indemnify the Client against any liability, assessment or claim except where:
- such recovery is prohibited by law;
- such liability, assessment or claim arises out of the Client's negligence or default; or
- the amount payable by Bond under this indemnity will be reduced by any amount paid by Bond to HMRC in respect of tax and national insurance contributions in accordance with Clause 6.1 above, except where HMRC has already set off any such amount paid by Bond against the Client's liability.
- Bond obligations
- During the Engagement, Bond will, and (where appropriate) will procure that the Individual will:
- provide the Services with reasonable care and skill and in accordance with the Agreement;
- provide the Services on such days and at such times and in such places as set out the Order;
- keep the Client informed of progress on projects in which Bond and/or the Individual is engaged by reference to the agreed milestones set out in the schedule.
- Bond will as soon as reasonably practicable notify the Client if, for any reason at any time during the Engagement, it is unable to provide the Services as required by the Client in accordance with Clause 7.1.
- Time of performance of the Services is not of the essence. Bond shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are indicative only.
- Right to provide a substitute
- Bond may at any time appoint a substitute to perform the Services instead of the Individual (the Substitute). Bond will continue to invoice the Client in accordance with Clause 5.1 and will be responsible for the remuneration of the Substitute. Any reference in the Agreement to the ‘Individual’ will include any Substitute appointed in accordance with this clause.
- Client obligations
- The Client will:
- afford Bond and the Individual such access to its premises to information, records and other materials of the Client as Bond may reasonably require to enable Bond and the Individual to provide the Services;
- make available such working space and facilities at its premises as Bond considers necessary for Bond and the Individual to provide the Services;
- agree with Bond and the Individual to schedule work to the best convenience of both parties.
- supply free of charge such materials, instruments or equipment as Bond and the Client agree are necessary for Bond and the Individual to provide the Services;
- duly inform Bond of any facts and circumstances that may be relevant in connection with the execution of the Engagement.
- agree with Bond the identity of the person(s) or the department within the Client who will act as the sole contact point and channel of communication for the provision by Bond of the Services during the Engagement. The Client will inform Bond of and agree immediately with Bond any change in the identity of such person(s) or department;
- provide all cooperation required for the proper and timely performance of the Engagement;
- ensure that all relevant employees are informed that Bond will be providing the Services prior to the commencement of the Engagement;
- ensure that its employees or subcontractors are available to meet with Bond, either face to face, over the telephone or by email when reasonably required by Bond;
- inform Bond in detail about previously conducted and/or currently active consulting projects, including those in other areas of competency;
- ensure that during the performance of the consulting assignment, organisational conditions in Client’s place of business allow the consulting process to proceed in a timely and undisturbed manner;
- obtain all necessary permissions and consents which may be required before the commencement of the services; and
- comply with such other requirements as may be set out in the Order or otherwise agreed between the parties.
- Except as expressly set out in this Agreement, the Client agrees that Bond is not responsible for ensuring that the Services complies with any Applicable Laws and agrees that the Price does not include any legal advice or work that may be required as part of the Services.
- The Client also agrees that the Price does not include:-
- the design and development of marketing or promotional collateral that may be required as part of the Services;
- any web development work that may be required to deliver the Services;
- any graphic design work that may be required to deliver the Services;
- any marketing work required to deliver the Services; or
- any advertising or promotional required to deliver the Services,
and the Client shall be responsible for all costs associated with such additional work.
- Where any Bond employees or subcontractors work from any location provided by the Client, the Client guarantees that Bond’s employees and subcontractors can at all times work under safe conditions, in accordance with the relevant health and safety regulations and environmental rules, and shall indemnify and hold Bond harmless against all loss, expense or damage arising from or relating to the use of any location provided by the Client for Bond’s employees and subcontractors.
- Bond shall not be liable for any delay in or failure of performance caused by:
- the Client’s failure to meet any of its obligations set out in this Agreement;
- any lack of correctness, completeness or reliability of any information provided to Bond by the Client;
- by the Client’s failure to provide Bond with adequate instructions for performance or otherwise relating to the Services; or
- Force Majeure.
- Where the Services include the provision of any form of training by Bond, the Client agrees that:-
- it shall be entitled to substitute training participants without penalty, provided Bond are advised of this a minimum of 5 Business Days in advance of the relevant training session.
- any increase in the number training participants entitles Bond to charge the Client additional costs at Bond’s standard rates. Such additional costs shall be charged in accordance with clause 5;
- it is at all times responsible for the training participants;
- should the behaviour of a training participant prove disruptive at any stage during the provision of a training session, Bond shall be entitled to request the immediate removal of said delegate from this and any future training sessions and such removal will not impact on the costs payable by the Client for this and any future training sessions;
- unless expressly agreed in writing, it is required to provide the facilities required for Bond to carry out the training sessions;
- the views of any training presenter given during any training session (whether given during question and answer sessions or otherwise) are the presenter’s own views and do not necessarily represent the views of Bond. Bond provides no warranty as to the accuracy or otherwise of such views;
- if it cancels any training session more than 10 Business Days before the training session is due to commence, the Client may re-book the training without any additional charges; and
- if it cancels the training programme less than 10 Business Days before any training session is due to commence, the training session may be rebooked but the cost of the training session shall be payable in full. The cost for any rebooked training session will incur additional charges in addition to the costs payable for the cancelled training session.
- Where it is agreed in writing that Bond are responsible for providing the facilities including the premises, refreshments, technological equipment and materials (the “Facilities”) for any training session, it is agreed by both parties that:-
- all costs and expenses payable in relation to the Facilities shall be met by the Client;
- if the Client cancels any training session, the Client shall be liable for any costs or expenses charged by any third-party to rearrange or cancel any part of the Facilities;
- Bond is not liable for any loss, damage or delay caused by any cancellation or other disruption to the Services that is caused because of an issue with any Facilities;
- Bond provides no warranty in relation to the Facilities and shall have no liability to the Client in relation to the Facilities; and
- the Client and its training participants must follow all instructions given by the any provider of the Facilities, including but not limited to any health and safety requirements.
- The Client acknowledges that Bond is providing Services to the Client on a non-exclusive basis.
- The Client agrees that Bond may provide services of the same or a similar nature as the Services to any other party even if they are a competitor of the Client.
- Alterations to the Order
- The Client may at any time request alterations to the Specification by providing notice in writing to Bond. Bond shall be under no obligation to agree to any alterations.
- On receipt of the request for alterations Bond shall, within a reasonable time period, advise the Client by notice in writing of the effect of such alterations, if any, on the Price and any other terms already agreed between the parties.
- Where Bond gives written notice to the Client detailing the effect of such alterations, the Client shall, within five Business Days of receipt of such notice or such other period as may be agreed between the parties, advise Bond by notice in writing whether or not it wishes the alterations to proceed.
- Bond may accept or reject without any form of penalty of liability the Client’s written notice as to whether it wishes the alterations to proceed. Where it accepts such alterations it shall submit a written notice to the Client confirming that it accepts the alterations.
- Upon Bond sending the written notice mentioned in clause 13.4, the alterations will take effect meaning that the Specification will be amended, any additional Price may be charged by Bond and the Agreement between the parties shall be amended.
- Cancellation charges
- The Client agrees that if the Client or the Client’s employee or subcontractor cancels attendance to a pre-arranged meeting between them and any employee or subcontractor of Bond within 5 Business Days of the scheduled meeting, Bond is entitled to charge a cancellation fee of 4 hours’ work charged at their then current standard hourly rate.
- The Client also agrees that Bond is entitled to charge a cancellation fee of 8 hours’ work charged at their then current standard hourly rate where the Client or the Client’s employee or subcontractor cancels attendance to a pre-arranged meeting with any external, prospective partner sourced by Bond on behalf of the Client within 5 Business Days of the date the meeting is arrange for;
- Bond warrants that, at the time of performance, the Services shall:
- conform in all material respects to their description and the Specification;
- be free from material defects;
- be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II s 13; and
- in the case of media on which the results of the Services are supplied (where applicable), be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
- The Client warrants that it has provided Bond with all relevant, full and accurate information as to the Client’s business and needs.
- As the Client’s sole and exclusive remedy, Bond shall, at its option, remedy, re-perform or refund the Services that do not comply with clause 15.1, provided that:
- the Client serves a written notice on Bond not later than five Business Days from performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from performance in the case of latent defects; and
- such notice specifies that some or all of the Services do not comply with clause 15.1 and identifies in sufficient detail the nature and extent of the defects; and
- the Client gives Bond a reasonable opportunity to examine the claim of the defective Services.
- The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.
- Except as set out in this clause 15:
- Bond gives no warranties and makes no representations in relation to the Services; and
- shall have no liability for their failure to comply with the warranty in clause 15.1,
and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
- Stage Payments
- Bond may, in its absolute discretion, allow the Client to pay any Invoice by stage payments. Such an arrangement will be set out in the Order or agreed in writing by Bond.
- The Client agrees that Bond has the right to suspend all work on the Engagement should these payments not be made on time. Bond is not responsible for any loss or damage caused by any delays resulting from such a suspension.
- Working with third parties
- As part of the Services, Bond may contact and/or work with third parties on behalf of the Client. The nature of this work will be set out in the Order or agreed between the parties.
- Bond accepts no responsibility for the actions or work of any third party.
- Bond provides no warranty or guarantee as to the development or otherwise of any potential or desired relationship between the Client and any third party.
- Bond accepts no responsibility for any loss or damage caused the Client as a result of Bond’s dealings with a third party on behalf of the Client.
- Unless otherwise agreed in writing between the parties, Bond agrees that the Client will have the final decision on whether to work with a third party
- Any contractual relationship with a third party engaged as part of the Services by Bond on behalf of the Client will be between the Client and the third party. Bond cannot enter into third party agreements on behalf of the Client.
- For the purposes of this clause 17 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
- Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
- all of that party’s personnel;
- all others associated with that party; and
- all of that party’s sub-contractors;
involved in performing the Agreement so comply.
- Without limitation to clause 17.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
- The Client shall immediately notify Bond as soon as it becomes aware of a breach by the Client of any of the requirements in this clause 17.
- Any breach of this clause 17 by the Client shall be deemed a material breach of the Agreement that is not remediable and shall entitle Bond to immediately terminate the Agreement by notice under clause 26.1.1.
- Bond shall comply with the Modern Slavery Act 2015.
- The Client confirms and agrees that:
- neither the Client nor any of its officers, employees, agents or subcontractors has:
- committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
- been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
- is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
- it shall comply with the Modern Slavery Act 2015;
- it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to Bond on request at any time throughout the Agreement.
- The Client shall notify Bond immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Client’s obligations under clause 18.2. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Client’s obligations.
- Any breach of clause 18.2 by the Client shall be deemed a material breach of the Agreement and shall entitle Bond to terminate the Agreement with immediate effect.
- Indemnity and insurance
- The Client shall indemnify, and keep indemnified, Bond from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by Bond as a result of or in connection with the Client’s breach of any of the Client’s obligations under the Agreement.
- The Client shall have in place contracts of insurance with reputable insurers to cover its obligations under these Conditions. On request, the Client shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Client shall on request assign to Bond the benefit of such insurance.
- Limitation of liability
- The extent of the parties’ liability under or in connection with the Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 20.
- Subject to clauses 20.5 and 20.6, Bond’s total liability shall not exceed the amount paid by the Client to under the Agreement.
- Subject to clauses 20.5 and 20.6, Bond shall not be liable for consequential, indirect or special losses.
- Subject to clauses 20.5 and 20.6, Bond shall not be liable for any of the following (whether direct or indirect):
- loss of profit;
- loss or corruption of data;
- loss of use;
- loss of production;
- loss of contract;
- loss of opportunity;
- loss of savings, discount or rebate (whether actual or anticipated);
- harm to reputation or loss of goodwill.
- The limitations of liability set out in clauses 20.2 to 20.4 shall not apply in respect of any indemnities given by the Client under the Agreement.
- Notwithstanding any other provision of the Agreement, the liability of the parties shall not be limited in any way in respect of the following:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- any other losses which cannot be excluded or limited by Applicable Law;
- Intellectual property
- Bond shall indemnify the Client from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that performance of benefit of the Services infringes the Intellectual Property Rights of any third party (IPR Claim), provided that Bond shall have no such liability if the Client:
- does not notify Bond in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;
- makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of Bond;
- does not let Bond at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;
- does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;
- does not, at Bond’s request, provide Bond with all reasonable assistance in relation to the IPR Claim (at the Client’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Client;
- uses the Services in combination with any other goods or services, which without such combination, no IPR Claim could or would have been made.
- If any IPR Claim is made or is reasonably likely to be made, Bond may at its option:
- procure for the Client the right to continue receiving the benefit of the relevant Services; or
- modify or replace the infringing part of the Services so as to avoid the infringement or alleged infringement, provided the Services remain in material conformance to their Specification.
- Bond’s obligations under clause 21.1 shall not apply to Services modified or used by the Client other than in accordance with the Agreement or Bond’s instructions. The Client shall indemnify Bond against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by Bond in connection with any claim arising from such modification or use.
- The Client acknowledges that Bond provides no warranties whatsoever in relation to the Intellectual Property Rights in the Work. Bond excludes any and all liability to the Client (to the extent permissible by law) that may arise in relation to the Intellectual Property Rights after the date of the Agreement.
- Confidentiality and announcements
- Each party shall keep confidential all Confidential Information and shall only use the same as required to perform the Agreement. The provisions of this clause shall not apply to:
- any information which was in the public domain at the date of the Agreement;
- any information which comes into the public domain subsequently other than as a consequence of any breach of the Agreement or any related agreement;
- any information which is independently developed by the Client without using information supplied by Bond; or
- any disclosure required by law or a regulatory authority or otherwise by the provisions of the Agreement
except that the provisions of clauses 22.1.1 to 22.1.3 shall not apply to information to which clause 22.4 relates.
- This clause shall remain in force in perpetuity.
- The Client shall not make any public announcement or disclose any information regarding the Agreement, except to the extent required by law or regulatory authority.
- To the extent any Confidential Information is Protected Data (as defined in clause 23) such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of clause 23.
- Data protection
- Each party shall be a Controller of the Shared Personal Data. If the parties share the Shared Personal Data, it shall be shared and managed in accordance with the terms of this clause 23.
- The parties wish to document that the specific aims of the sharing of the Shared Personal Data under the Agreement are set out in the Order and such sharing is expected to bring the benefits set out in the Order and that such sharing is necessary to achieve those aims. The lawful basis on which the parties intend to share the Shared Personal Data under the Agreement is: contractual.
- Subject to clause 23.5, each party shall comply with all Data Protection Laws in connection with the exercise and performance of its respective rights and obligations under the Agreement. This clause 23 allocates certain tasks and responsibilities among the parties as enforceable contractual obligations between themselves, however nothing in this clause 23 is intended to limit or exclude either party’s responsibilities or liabilities under Data Protection Laws.
- The Disclosing Party shall ensure that at all times:
- all Shared Personal Data transferred to the Receiving Party is accurate and up-to-date and has at all times been collected, processed and transferred by and on behalf of the Disclosing Party in accordance with Data Protection Laws;
- each relevant Data Subject has been provided with sufficient information (in an appropriate form) so as to enable fair, transparent and lawful processing (including sharing) of the Shared Personal Data for the Permitted Purpose in accordance with the obligations of each party under all Data Protection Laws and that the essence of the arrangements in this clause 1 has been made available to each Data Subject;
- the Disclosing Party is entitled to transfer and the Receiving Party is entitled to process all Shared Personal Data for the Permitted Purpose in accordance with all Data Protection Laws;
- the Shared Personal Data is transferred to (and received by) the Receiving Party in a secure manner using appropriate technical and organisational security measures that comply with the obligations of each party under Data Protection Laws;
- it shall immediately notify the Receiving Party if it becomes aware of any change or circumstance which will, may or is alleged to impact the lawfulness of any processing of the Shared Personal Data by the Receiving Party (including if a Data Subject withdraws any necessary Consent or requests their Shared Personal Data is no longer processed or is erased or if any of the Shared Personal Data is not accurate or up-to-date), together with full details of the circumstances and (immediately once available) revised and corrected data;
- it shall keep copies of all notices, Consents or other records and information necessary to demonstrate its compliance with this clause 1; and
- it shall promptly (and in any event within fifteen (15) Business Days) on request from time to time provide the Receiving Party with copies of all notices, Consents and other records and information referred to in clause 1.5.7.
- Subject to the remainder of this clause and that the essence of the arrangements in this clause 23 has been made available to each Data Subject, as between the parties, responsibility for compliance with and responding to:
- any Data Subject Request falls on the party which first received such Data Subject Request;
- any Complaint falls on the party which receives the Complaint from a Complainant;
- each party’s respective obligations in respect of any Personal Data Breach (including notification of the Data Protection Supervisory Authority and/or Data Subject(s)) impacting or relating to any Shared Personal Data in the possession or control of the Disclosing Party (or any third party with whom it has shared such data) falls on the Disclosing Party; and
- each party’s respective obligations in respect of any other obligation under Data Protection Laws (including any obligation to notify the Data Protection Supervisory Authority and/or Data Subject(s) of any other Personal Data Breach) falls on each party subject to such obligation(s) under the Data Protection Laws.
- Each party shall promptly co-operate with and provide reasonable assistance, information and records to the other to assist each party with their respective compliance with Data Protection Laws and in relation to all Complaints and Data Subject Requests.
- The Receiving Party’s obligations under clauses 23.6 and 23.7 shall be performed at the Disclosing Party’s expense, except to the extent that the circumstances giving rise to such obligation arose out of any breach by the Receiving Party of its obligations under the Agreement.
- Except as required by applicable law in the United Kingdom, the Receiving Party shall cease to process and confidentially and securely destroy or dispose of all Shared Personal Data (and all copies) in its possession or control on termination or expiry of the Agreement.
- Except as expressly stated in this clause 23, each party shall pay its own costs and expenses incurred in connection with the performance of this clause 23.
- The provisions of this clause 23 shall survive termination or expiry of the Agreement and continue indefinitely.
- Force majeure
Neither party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 30 days, either party may terminate the Agreement by written notice to the other party.
- The parties believe that TUPE does not apply to the Agreement and, accordingly, that there will be no transfer of the contracts of employment of any of:
- the employees of the Client to Bond at any time on or following the commencement of the Agreement or the provision of any Services; or
- the Service Personnel to the Client during the Agreement or on or following the expiry or termination of the Agreement in whole or in part.
- Bond may terminate the Agreement at any time by giving notice in writing to the Client if:
- the Client commits a material breach of Contract and such breach is not remediable;
- the Client commits a material breach of the Agreement which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;
- the Client has failed to pay any amount due under the Agreement on the due date and such amount remains unpaid within 30 days after Bond has given notification that the payment is overdue; or
- any consent, licence or authorisation held by the Client is revoked or modified such that the Client is no longer able to comply with its obligations under the Agreement or receive any benefit to which it is entitled.
- Bond may terminate the Agreement at any time by giving notice in writing to the Client if the Client:
- stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
- is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Bond reasonably believes that to be the case;
- becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
- has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
- has a resolution passed for its winding up;
- has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
- suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
- is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
- has a freezing order made against it;
- is subject to any recovery or attempted recovery of items supplied to it by a Bond retaining title to those items;
- is subject to any events or circumstances analogous to those in clauses 26.2.1 to 26.2.10 in any jurisdiction;
- takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 26.2.1 to 26.2.11 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
- Bond may terminate the Agreement any time by giving not less than four weeks’ notice in writing to the Client if the Client undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.
- The right of Bond to terminate the Agreement pursuant to clause 26.2 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to the Agreement.
- If the Client becomes aware that any event has occurred, or circumstances exist, which may entitle Bond to terminate the Agreement under this clause 26, it shall immediately notify Bond in writing.
- Termination or expiry of the Agreement shall not affect any accrued rights and liabilities the parties at any time up to the date of termination.
- Any clauses in these Conditions that are expressly stated, or by implication intended, to apply after expiry or termination of the Agreement shall continue in full force and effect after such expiry or termination.
- On termination or expiry of the Agreement each party shall, on request of the other party, return within a reasonable time period any materials or belongings of the other party except as stated otherwise in the Agreement.
- Any notice given by a party under these Conditions shall:
- be in writing and in English;
- be signed by, or on behalf of, the party giving it (except for notices sent by email); and
- be sent to the relevant party at the address set out in the Agreement
- Notices may be given, and are deemed received:
- by hand: on receipt of a signature at the time of delivery;
- by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
- by Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting; and
- by email: on receipt of a delivery email from the correct address.
- Any change to the contact details of a party as set out in the Agreement shall be notified to the other party in accordance with clause 27.1 and shall be effective:
- on the date specified in the notice as being the date of such change; or
- if no date is so specified, 10 Business Days after the notice is deemed to be received.
- All references to time are to the local time at the place of deemed receipt.
- This clause does not apply to notices given in legal proceedings or arbitration.
- Cumulative remedies
The rights and remedies provided in the Agreement for Bond only are cumulative and not exclusive of any rights and remedies provided by law.
Unless stated otherwise, time is of the essence of any date or period specified in the Agreement in relation to the Client’s obligations only.
- Further assurance
The Client shall at the request of Bond, and at the Client’s own cost, do all acts and execute all documents which are necessary to give full effect to the Agreement.
- Audit and inspections
Subject to the terms of the Agreement, the Client agrees to provide to Bond within a reasonable time any information reasonably required by Bond as a result of an audit or inspection of Bond by any third party.
- Entire agreement
- The parties agree that the Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
- Each party acknowledges that it has not entered into the Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Agreement.
- Nothing in these Conditions purports to limit or exclude any liability for fraud.
No variation of the Agreement shall be valid or effective unless it is in writing, refers to the Agreement and these Conditions and is duly signed or executed by, or on behalf of, each party.
Bond may freely assign, delegate, sub-contract or otherwise transfer its rights and obligations under the Agreement to any person, company or other organisation with which it may merge or to which it may transfer its assets and/or undertaking, provided that it gives prior written notice to Bond. The Client may not assign the Agreement or any of its rights and obligations under it without the prior written consent of Bond, provided that where such consent is given, the Client will not be relieved of liability for any non-performance by any assignee.
- Set off
- Bond shall be entitled to set-off under the Agreement any liability which it has or any sums which it owes to the Client under the Agreement or under any other contract which Bond has with the Client.
- The Client shall pay all sums that it owes to Bond under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
- No partnership or agency
- The parties are independent persons and are not partners, principal and agent or employer and employee and the Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
- In particular, Bond will not, and will procure that the Individual will not:
- hold itself and/or the Individual out as having authority to bind the Client; nor
- have any authority to incur any expenditure in the name of or on behalf of the Client.
- Equitable relief
The Client recognises that any breach or threatened breach of the Agreement may cause Bond irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Bond, the Client acknowledges and agrees that Bond is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
- If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Agreement shall not be affected.
- If any provision of the Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
- No failure, delay or omission by Bond in exercising any right, power or remedy provided by law or under the Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
- No single or partial exercise of any right, power or remedy provided by law or under the Agreement by Bond shall prevent any future exercise of it or the exercise of any other right, power or remedy by Bond.
- A waiver of any term, provision, condition or breach of the Agreement by Bond shall only be effective if given in writing and signed by Bond, and then only in the instance and for the purpose for which it is given.
- Compliance with law
The Client shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Agreement.
- Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, the terms of the Conditions shall prevail to the extent of the conflict.
- Costs and expenses
The Client shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Agreement (and any documents referred to in it).
- Third party rights
A person who is not a party to the Agreement shall not have any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Agreement.
- Dispute resolution
- Any dispute arising between the parties out of or in connection with the Agreement shall be dealt with in accordance with the provisions of this clause 44.
- The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
- The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:
- Within five Business Days of service of the notice, the main contacts responsible for this business relationship for each of the parties shall meet to discuss the dispute and attempt to resolve it.
- If the dispute has not been resolved within five Business Days of the first meeting of the main contacts responsible for this business relationship, then the matter shall be referred to the partners or directors (or persons of equivalent seniority) of each of the parties. The partners or directors (or equivalent) shall meet within five Business Days to discuss the dispute and attempt to resolve it.
- Either party may issue formal legal proceedings at any time whether or not the steps referred to in clause 44.3 have been completed.
- Governing law
The Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Agreement, its subject matter or formation (including non-contractual disputes or claims).