1. Interpretation
1.1. Definitions
1.2. In these Conditions, the following definitions apply:
Business Day - means a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Charges - means the charges payable by Queen Mary for the supply of the Goods and/or Services as detailed in the Purchase Order.
Commencement Date - has the meaning set out in clause 2.1.
Confidential Information - means all information in respect of a Party including, without prejudice to the generality of the foregoing, any ideas; business methods; finance; prices, business, financial, marketing, development or manpower plans; customer lists or details; computer systems and software; products or services including (but not limited to) know-how or other matters connected with services provided or obtained by the parties, and information concerning the parties’ relationships with actual or potential clients, customers or suppliers and the needs and requirements of the parties and of such persons and any other information which, if disclosed, will be liable to cause harm to the parties.
Conditions of Contract - these conditions of supply.
Contract - the contract between Queen Mary and the Supplier for the supply of Goods and/or Services in accordance with clause 2.3.
Data Controller - is as defined in the Data Protection Laws;
Data Processor - is as defined in the Data Protection Laws
Data Protection Laws - means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) which relates to the protection of individuals with regards to the Processing of Personal Data to which a Party is subject, including the Data Protection Act 1998, the Data Protection Act 2018 and, the General Data Protection Regulation (“UK GDPR”) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L 119/1, 4.5.2016, and all legislation enacted in the U.K. in respect of the protection of personal data as well as the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) including any relevant replacement/subsequent European and/or U.K. legislation together with all codes of practice and other guidance on the foregoing issued by any relevant Data Protection Authority or Regulator, all as amended from time to time.
Data Subject has the meaning given to it in the definition of "Personal Data".
Delivery - means completion of delivery of the Goods in accordance with clause 4.
Delivery date - means the date specified for delivery of the Goods in accordance with clause 4.2.1.
Delivery location - means the location specified for delivery of the Goods in accordance with clause 4.2.2.
EIR - means the Environmental Information Regulations 2004 as amended or replaced from time to time, and any subordinate legislation made thereunder from time to time together with any guidance and/or codes of practice issued pursuant to or in relation to such regulation.
FOIA - means the Freedom of Information Act 2000, as amended or replaced from time to time, and any subordinate legislation made thereunder from time to time together with any guidance and/or codes of practice issued pursuant to or in relation to such legislation.
Force Majeure – means 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, including, acts of God, flood, drought, earthquake or other natural disaster, terrorist attack, riots, war, fire, explosion, any law or any action taken by a government or public authority, and any labour or trade dispute, strikes, industrial action or lockouts.
Goods - means the goods to be supplied by the Supplier under the Contract, including all products and materials and anything developed by the Supplier in any media, including, without limitation: computer programs, software, data, diagrams, drawings, designs, reports and specifications (including drafts), documents, transparencies, photos, graphics, logos, typographical arrangements and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Supplier under or in furtherance to the Contract.
Information - has the meaning given under section 84 of the FOIA.
Intellectual Property Rights - means any patents, rights to inventions, registered design, database rights, copyright and related rights, moral rights, trade marks, trade names and domain names, rights if get-up, rights in goodwill or to sue for passing off, rights to designs, rights to computer software, database rights, rights to confidential information (including know-how and trade secrets), right in unpatented know-how, and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Invention - means any modification, invention, idea, discovery, development, improvement or innovation made by the Supplier in the provision of the Goods and / or Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.
Moral Rights - shall have the meaning ascribed by the Copyright, Designs and Patents 1988 Act (or any statutory amendment or re-enactment thereof) and all rights similar or corresponding thereto subsisting in any other country of the world from time to time.
Parties – means Queen Mary and the Supplier.
Personal Data - means any information which relates to an identified or identifiable natural person (the "Data Subject"), as defined in the Data Protection Laws.
Purchase Order - Queen Mary’s written instruction to supply the Goods and/or Services.
Queen Mary - Queen Mary University of London registered in England and Wales under Royal Charter number RC000710.
Queen Mary Materials - has the meaning set out in clause 11.
Request for Information - a request for information or an apparent request under the Data Protection Laws, FOIA or the EIR.
Services - means the services to be provided by the Supplier as detailed in the Purchase Order or Specification.
Specification - means the description or specification for the Goods and/or Services attached to the Purchase Order.
Statutory Requirements - means any statute, statutory instrument, regulation, rule or order made under any statute or directive having the force of law which affects the Goods or Services or performance of any obligations under the Contract and any regulation or bye-law of any local authority or statutory undertaking which has any jurisdiction with regard to the Goods and/or Services or with whose systems the Goods and/or Services are, or are to be, connected.
Sub-contract - any contract or agreement or proposed contract or agreement between the Supplier and any third party whereby that third party agrees to provide the Goods and/or Services or any part thereof or facilities or services necessary for the provision of the Goods and/or Services or any part thereof or necessary for the management, direction or control of the Services or any part thereof.
Sub-contractor - the third parties that enter into a Sub-Contract with the Supplier.
Supplier - the person, firm or company providing the Goods and/or Services under the Contract.
Termination date – the date upon which Queen Mary terminates the contract pursuant to clause 20.1.
1.3. Construction.
In these Conditions of Contract, the following rules apply:
1.3.1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3.2. a reference to a party or Party includes its representatives, successors or permitted assigns.
1.3.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.3.4. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.3.5. a reference to writing or written includes faxes and e-mails.
2. Basis of Contract
2.1. In the absence of a specific provision in the Purchase Order, the Contract shall come into existence on the earlier of:
2.1.1. the Supplier issuing written acceptance of the Purchase Order; or
2.1.2. any act by the Supplier consistent with fulfilling the Purchase Order, (‘Commencement Date’).
2.2. These Conditions of Contract 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.
2.3. The Contract shall comprise these Conditions of Contract, the Purchase Order and the Specification. In the event of conflict between the terms of those documents they shall have the following order of precedence:
2.3.1. The Conditions of Contract
2.3.2. The Purchase Order
2.3.3. The Specification
2.4. Queen Mary may vary the Conditions of Contract from time to time on giving the Supplier at least 30 days’ notice in writing (provided that any variation required by applicable law will be effective immediately) (Notice Period). If the Supplier does not accept the variation, the Supplier may, within the Notice Period, reject the variation by delivering written notice to Queen Mary, in which case the variation will have no effect. If the Supplier does not accept a variation specified as required by applicable law, the contract will automatically terminate upon the Supplier notifying Queen Mary that the Supplier has rejected the variation. The Supplier’s continued performance under this Contract after the Review Period will constitute the Supplier’s acceptance of the variation. Unless specified otherwise, any variation to the Conditions of Contract will apply immediately after the Notice Period, including to any Purchase Orders made, but not yet fulfilled, prior to the Notice Period.
2.5. Aside from as set out at clause 2.4, any variation to the Contract or any of its constituent documents shall only be binding when agreed in writing and signed by a person on behalf of Queen Mary holding the same position as, or a position equally or more senior than, the person who signed the existing Contract on behalf of Queen Mary.
2.6. No variation required by Queen Mary or subsequently sanctioned by Queen Mary shall invalidate or modify the Contract beyond the scope of that variation.
3. The Goods
3.1. The Supplier shall ensure that the Goods shall:
3.1.1. correspond with their description and any applicable Specification; and
3.1.2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by Queen Mary expressly or by implication, and in this respect Queen Mary relies on the Supplier's skill and judgement.
3.2. The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.
3.3. Queen Mary shall have the right to inspect and test the Goods at any time before delivery.
3.4. If following such inspection or testing Queen Mary considers that the Goods do not conform or are unlikely to conform with the Supplier's undertakings at clause 3.1, Queen Mary shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
3.5. Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract, and Queen Mary shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.
4. Delivery of Goods
4.1. The Supplier shall ensure that:
4.1.1. the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
4.1.2. where requested by Queen Mary, each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, the Purchase Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered;
4.1.3. if the Supplier requires Queen Mary to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
4.2. The Supplier shall deliver the Goods:
4.2.1. on the date specified in the Purchase Order, or, if no such date is specified, within 28 days of the date of the Purchase Order;
4.2.2. to the location set out in the Purchase Order, or as instructed by Queen Mary prior to delivery ('Delivery Location'); and
4.2.3. during Queen Mary's normal business hours, or as instructed by Queen Mary.
4.3. Delivery of the Goods shall be on the completion of unloading the Goods by the Supplier at the Delivery Location.
4.4 If the Supplier delivers less than the quantity of Goods ordered, Queen Mary may elect to reject the Goods. If Queen Mary accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
4.5. If the Supplier delivers more than the quantity of Goods ordered, Queen Mary may elect to reject the Goods, either in whole or the excess amount. If Queen Mary accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
4.6. The Supplier shall not deliver the Goods in instalments without Queen Mary's prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Queen Mary to the remedies set out in clause 7.
5. Supply of Services
5.1. The Supplier shall, for the duration of the Contract provide the Services to Queen Mary’s satisfaction in accordance with the terms of the Contract and the instructions of Queen Mary.
5.2. Any defects, deficiencies or other faults in the delivery of the Services which become apparent within 12 months of the supply of the Services which are due to the erroneous execution of the Services shall be made good by the Supplier at no cost to Queen Mary.
5.3. Without any liability, Queen Mary may issue instructions requiring the exclusion from any premises required for delivery of the Services of any person employed or engaged thereon.
5.4. The Supplier shall meet any performance dates for the Services specified in the Purchase Order or Specification or as notified to the Supplier by Queen Mary.
5.5. In providing the Services, the Supplier shall:
5.5.1. co-operate with Queen Mary in all matters relating to the Services and comply with all instructions of Queen Mary.
5.5.2. perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade.
5.5.3. provide all necessary labour by utilising personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled; and
5.5.4. ensure that the Services will conform with all descriptions and specifications set out in the Specification and / or Purchase Order, and that they shall be fit for any purpose expressly or impliedly made known to the Supplier by Queen Mary.
6. Supply of Goods and/or Services
6.1. In addition to clause 4 (in the case of Goods) and clause 5 (in the case of Services) the following provisions apply to both the provision of Goods or Services or a combination thereof:
6.1.1. Time of Delivery of Goods and / or completion of the performance of the Services is of the essence of the Contract;
6.1.2. The Supplier warrants that it has appropriate technical and organisational measures in place to protect any data it is processing on Queen Mary’s behalf against any unauthorised or unlawful processing and against any accidental loss, destruction or damage and undertakes to maintain such measures during the course of the Contract.
6.1.3. The Supplier shall provide all plant, equipment, tools and vehicles and such other items as are required under the Contract and shall be responsible for carrying them to the place where they are required, and for the subsequent removal of any such items.
6.1.4. The Supplier shall use the best quality goods, materials, standards and techniques, and ensure that all Goods or Services, other goods and materials supplied and used will be free from defects in workmanship, execution and design and will remain so for 12 months from the date of Delivery of Goods or performance of the Services.
6.1.5. The Supplier shall obtain and at all times maintain all necessary licences and consents, and comply with all applicable Statutory Requirements, including (but not limited to) all health and safety rules and, the Modern Slavery Act 2015 and any other security, environmental or other requirements that apply to the use, manufacture or Delivery of the Goods and / or Services.
6.1.6. The Supplier shall not do or omit to do anything which may cause Queen Mary to lose any licence, authority, consent or permission on which it relies, and the Supplier acknowledges that Queen Mary may rely on the Goods and / or Services.
6.1.7. The Supplier shall pay for its sole account all fees and charges (including any rates or taxes) legally demandable under any of the Statutory Requirements in respect of the Contract;
6.1.8. The Supplier shall forthwith give notice to Queen Mary of any matter which is causing or is likely to cause delay in the completion of the Contract beyond the date stated for its completion. For the avoidance of doubt, such notice shall not excuse or exempt the Supplier from its obligations under the Contract;
6.1.9. The Supplier shall use reasonable endeavours to ensure that he is available at all times on reasonable notice to provide such assistance or information as Queen Mary may require; and
6.1.10. The Supplier shall not (unless he has been specifically authorised to do so by Queen Mary in writing) have any authority to incur any expenditure in the name of or for Queen Mary.
6.2. The Supplier must not:
6.2.1. take any action, or allow its agents, employees, or representatives to take any action, this could reasonably bring Queen Mary into disrepute; or
6.2.2. make any criticism of Queen Mary or say anything disparaging or derogatory in respect of Queen Mary, in each case in the public domain, including (but not limited to) via any social media channels.
6.3. From time to time, Queen Mary may request information from the Supplier in relation to Queen Mary’s obligations under the Modern Slavery Act 2015. The Supplier shall promptly provide any such information, including, where necessary, seeking information from third parties.
7. Queen Mary’s Remedies
7.1. If the Goods and/or Services are not delivered on the date they are due, or do not comply with the terms set out in clauses 3 – 6, above, or otherwise in the Contract, then without limiting any of its other rights or remedies, Queen Mary shall have the right to any one or more of the following remedies, whether or not it has accepted the Goods and/or Services:
7.1.1. to terminate the Contract, or any part thereof, in accordance with clause 20;
7.1.2. to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense;
7.1.3 to require the Supplier to repair or replace the rejected Goods, re-perform the rejected Services or to provide a full refund of the Charges (if paid);
7.1.4. to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
7.1.5. to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
7.1.6. to recover from the Supplier any costs incurred by Queen Mary in obtaining substitute Goods or Services from a third party;
7.1.7. where Queen Mary has paid in advance for Goods that have not been accepted by Queen Mary and/or Services that have not been provided by the Supplier, to have such sums refunded by the Supplier; or
7.1.8. to recover any costs, loss or expenses incurred by Queen Mary which are in any way attributable to the Supplier's failure to carry out its obligations under the Contract.
7.2. These Conditions of Contract shall apply to any repaired or replacement Goods supplied by the Supplier and to any substituted or remedial Services provided by the Supplier.
7.3. Queen Mary's rights and remedies under these Conditions of Contract are in addition to its rights and remedies implied by statute and common law.
7.4. If the Supplier fails to pay any amount provided for in this clause 7 within 30 days of those monies being sought by Queen Mary, Queen Mary shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the base rate for the time being of National Westminster Bank plc accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment.
7.5. This clause 7, with the exception of clause 7.1.1, survives termination.
8. Queen Mary's Obligations
8.1. Queen Mary shall:
8.1.1. provide the Supplier with reasonable access at reasonable times to the premises where the Goods and/or Services are to be performed for the purpose of providing the Goods and/or Services; and
8.1.2. provide such information to the Supplier as the Supplier may reasonably request and Queen Mary considers reasonably necessary for the purpose of providing the Goods and/or Services.
9. Title and Risk
9.1. Title and risk in the Goods shall pass to Queen Mary on Delivery.
10. Charges and Payment
10.1. The Charges for the Goods shall be the price set out in the Purchase Order, or, if no price is quoted, the price set out in the Supplier's applicable price list in force as at the Commencement Date and shall be inclusive of packaging, insurance and carriage of the Goods, unless otherwise agreed in writing by Queen Mary.
10.2. The Charges for the Services shall be set out in the Purchase Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by Queen Mary, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.
10.3. In respect of Goods, the Supplier shall invoice Queen Mary on or at any time after completion of Delivery. In respect of Services, the Supplier shall invoice Queen Mary on completion of the Services. Each invoice shall include such supporting information required by Queen Mary to verify the accuracy of the invoice, including but not limited to the relevant Purchase Order number.
10.4. In consideration of the supply of Goods and/or Services by the Supplier, Queen Mary 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.
10.5. All amounts payable by Queen Mary under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to Queen Mary, Queen Mary shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.
10.6. If Queen Mary fails to pay any amount properly due and payable by it under the Contract, the Supplier shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the base rate for the time being of National Westminster Bank plc accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. This clause shall not apply to payments that Queen Mary disputes in good faith.
10.7. The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in performing the Contract (including providing the Goods and / or Services) and the Supplier shall allow Queen Mary to inspect such records at all reasonable times on request.
10.8. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against Queen Mary in order to justify withholding payment of any such amount in whole or in part. Queen Mary may, without limiting any other rights or remedies it may have, set off any amount owed to it by the Supplier against any amounts payable by it to the Supplier under any Contract between the parties.
11. Queen Mary Materials
11.1. The Supplier acknowledges that all materials, documents, equipment and tools, drawings, specifications, data supplied by Queen Mary to the Supplier and copies of same ('Queen Mary Materials')and all rights in Queen Mary Materials are and shall remain the exclusive property of Queen Mary. The Supplier shall keep Queen Mary Materials in safe custody at its own risk, maintain them in good condition until returned to Queen Mary, and not dispose or use the same other than in accordance with Queen Mary's written instructions or authorisation.
11.2. Upon written request by Queen Mary, the Supplier shall produce all Queen Mary Materials to Queen Mary within 10 business days of that request.
12. Indemnity and limitation of liability
12.1. The Supplier shall keep Queen Mary indemnified against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with:
12.1.1. any claim made against Queen Mary for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the supply or use of the Goods and/or Services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
12.1.2. breach of clause 14;
12.1.3. the breach, negligent performance or failure or delay in performance or Delivery of the Contract, the Goods and / or the Services by the Supplier, its employees, agents or subcontractors; and
12.1.4. death, personal injury or damage to property arising out of, or in connection with, defects in Goods and/or Services, including their supply or delivery, to the extent that the defect in the Goods and/or Services is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors.
12.2. This clause 12 shall survive termination of the Contract.
12.3. For the avoidance of doubt, nothing in the Contract limits or excludes either Party's liability:
12.3.1. for death or personal injury resulting from the Party's negligence; or
12.3.2. for any damage or liability incurred by one Party as a result of fraud or fraudulent misrepresentation by the other Party; or
12.3.3. as otherwise prohibited by law.
13. Insurance
13.1. During the term 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, product liability insurance and public liability insurance to cover such heads of liability as may arise under or in connection with the Contract, and shall, on Queen Mary's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
14. Data Protection
14.1. The parties acknowledge that, for the purposes of this Contract, Queen Mary shall be the Data Controller and Supplier shall be the Data Processor in relation to the Personal Data.
14.2. Each Party warrants that it shall:
14.2.1. maintain such records in relation to the processing of the Personal Data as may be required under applicable Data Protection Laws, and, on request, make those records available to any supervisory authority or government authority within 5 working days;
14.2.2. provide such information as may reasonably be required by the other Party to comply with its obligations under clause 14.2.1; and
14.2.3. on request, co-operate with any supervisory authority or government authority in relation to the processing of Personal Data pursuant to the Contract.
14.3. The Supplier warrants that it shall:
14.3.1. only process the Personal Data in accordance with the reasonable lawful written instructions of Queen Mary, including those contained within any applicable information sharing agreements and in compliance with all Data Protection Laws. In the event that the Supplier is under a legal obligation to Process the Personal Data other than under the instructions of Queen Mary, it shall inform Queen Mary prior to such processing, except to the extent prohibited by law;
14.3.2. implement appropriate technical and organisational measures to:
14.3.2.1. ensure a level of security appropriate to the risks that are presented by processing (in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data) and any other level of security set out in the Specification, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Personal Data, as well as the risk of varying likelihood and severity for the rights and freedoms of the Data Subjects; and
14.3.2.2. insofar as it is possible, assist Queen Mary in the fulfilment of its obligations to respond to requests for the exercising by a Data Subject of its rights under the applicable Data Protection Laws;
14.3.2.3. provide to Queen Mary, on request, a written description of the technical and organisational measures implemented pursuant to clause 14.3.2.2;
14.3.2.4. in the case of any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data arising from any act or omission of Supplier or any of its sub-contractors (a "Security Breach"):
14.3.2.5. notify Queen Mary without undue delay and, in any event not later than 48 hours after having become aware of the Security Breach; and
14.3.2.6. provide Queen Mary, on request, with such information and co-operation as may reasonably be required in relation to such Security Breach, provided that such notification and co-operation is required under applicable Data Protection Laws.
14.3.3. promptly notify Queen Mary in writing if it receives:
14.3.3.1. any complaint, notice or communication from any supervisory or government body which relates directly to the processing of the Personal Data or to either Party's compliance with applicable Data Protection Laws; and
14.3.3.2. any request made by a Data Subject which relates to the Personal Data and is pursued in accordance with their rights under Data Protection Laws, which may include any Data Subject request to know whether their Personal Data is being processed, for access to their Personal Data or for rectification, deletion or erasure of their Personal Data;
14.3.3.3. provide Queen Mary, on request, with such information and co-operation, as may reasonably be required in relation to any complaint, notice, communication or request which is notified to Queen Mary pursuant to clause 14.3.3.2; and
14.3.3.4. provide to Queen Mary, on request, such other assistance as may reasonably be required by Queen Mary to comply with its own obligations under applicable Data Protection Laws in relation to the Contract.
14.4. The Supplier shall ensure that all of its employees:
14.4.1. are informed of the confidential nature of the Personal Data;
14.4.2. have undertaken training in the laws relating to handling and processing Personal Data; and
14.4.3. are aware both of the Supplier's duties and their personal duties and obligations under such laws and this Contract and any applicable information sharing agreement.
14.4.4. provide reasonable assistance to Queen Mary in relation to its completion of a data protection impact assessment as required by applicable Data Protection Laws in so far as the completion of such data protection impact assessment relates to this Contract.
14.5. The Supplier may subcontract its processing of the Personal Data, provided that the Supplier shall make available to Queen Mary on request, a current list of those sub-contractors which are used by the Supplier in its performance of its obligations under the Contract, and the purposes for which they are used.
14.6. The Supplier shall procure that any sub-contractors engaged on the Contract shall enter a written contract with the Supplier which contains obligations for the protection of the Personal Data which are no less onerous than those set out in the Contract, and the Supplier shall be fully liable to Queen Mary to the extent that any sub-contractor fails to fulfil its data protection obligations under such written contract.
14.7. The Supplier shall only transfer Personal Data to countries outside the U.K. and European Economic Area, if it has provided appropriate safeguards, as required by the Data Protection Laws.
15. Health & Safety
15.1. The Supplier acknowledges that it has been provided with a copy of Queen Mary’s rules regarding health and safety. The Supplier agrees to comply with these rules, and any additional rules made know to the Supplier from time to time by Queen Mary together with all applicable Statutory Requirements regarding these matters.
15.2. The Supplier shall immediately notify Queen Mary of any health and safety hazards, which may arise in connection with the performance of the Services or the use of the Goods and / or in the event of any incident occurring in the performance of Services where that incident causes any personal injury or damage to property that could give rise to personal injury.
16. Confidential Information
16.1. Each of the parties agrees to keep strictly confidential the terms of the Contract and all Confidential Information relating to the other Party that it has obtained during the Contract, or that it may obtain during the Contract.
16.2. Each of the parties hereby agrees not to use such Confidential Information save as agreed in writing with the disclosing Party or otherwise permitted by, or contemplated in the proper performance of, the Contract.
16.3. Each Party may disclose Confidential Information if and to the extent that any part of the Confidential Information is required to be disclosed by statute and/or by a regulatory or government body or court of competent jurisdiction with power to compel the disclosure.
16.4. Each Party will keep secret and confidential any and all Confidential Information belonging to the other Party disclosed as a result of the relationship of the parties under the Contract and will not use nor disclose the same save as envisaged in the Contract. Where disclosure is made to any employee, consultant or agent, it will be done subject to obligations equivalent to those set out in this clause and each Party will be responsible to the other in respect of any disclosure or use of such secret or Confidential Information by a person to whom disclosure is made.
16.5. The obligations of confidentiality in this clause 16 will not extend to any matter which is in or becomes part of the public domain otherwise than by reason of a breach of the obligations of confidentiality in the Contract, or which either Party can show was in its written records prior to the date of disclosure of the same by the other Party under the Contract, or which it receives from a third party independently entitled to disclose it, or which it is required by law or regulatory authority to disclose.
16.6. This clause 16 survives termination.
17. Freedom of Information
17.1. The Supplier acknowledges that Queen Mary is subject to the requirements of FOIA and the EIR and shall assist and co-operate with Queen Mary to enable Queen Mary to comply with these Information disclosure requirements.
17.2. The Supplier shall and shall procure that its Sub-Contractors shall:
17.2.1. transfer the Request for Information to Queen Mary as soon as practicable after receipt and in any event within three (3) days of receiving a Request for Information;
17.2.2. provide Queen Mary with a copy of all Information in its possession or power in the form that Queen Mary requires within seven (7) days (or such other period as Queen Mary may specify) of Queen Mary requesting that Information; and
17.2.3. provide all necessary assistance as reasonably requested by Queen Mary to enable Queen Mary to respond to a Request for Information within the time for compliance set out in section 10 of FOIA or regulation 5 of the EIR.
17.3. Queen Mary shall be responsible for determining at its absolute discretion whether the Information:
17.3.1. is exempt from disclosure in accordance with the provisions of FOIA or the EIR;
17.3.2. is to be disclosed in response to a Request for Information.
17.4. In no event shall the Supplier respond directly to a Request for Information unless expressly authorised to do so by Queen Mary.
17.5. The Supplier acknowledges that Queen Mary may be obliged under FOIA or the EIR to disclose Information:
17.5.1. without consulting with the Supplier, or
17.5.2. following consultation with the Supplier and having taken its views into account.
17.6. The Supplier shall ensure that all Information produced in the course of the Contract or relating to the Contract is retained for disclosure and shall permit Queen Mary to inspect such records as requested from time to time.
17.7. The Supplier acknowledges that any lists or schedules provided by it outlining Confidential Information are of indicative value only and that Queen Mary may nevertheless be obliged to disclose Confidential Information in accordance with clause 17.5.
18. Anti-Bribery
18.1. The Supplier shall:
18.1.1. comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 ("Relevant Requirements");
18.1.2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
18.1.3. comply with Queen Mary's Ethics, Anti-bribery and Anti-corruption Policies and the relevant industry codes on anti-bribery, as Queen Mary may update them from time to time ("Relevant Policies").
18.1.4. have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will enforce them where appropriate;
18.1.5. promptly report to Queen Mary any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract; and
18.1.6. immediately notify Queen Mary (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier (and the Supplier warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Contract).
18.2. The Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 18 ("Relevant Terms"). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Queen Mary for any breach by such persons of any of the Relevant Terms.
18.3. Breach of this clause 18 shall be deemed a material breach of this Contract and Queen Mary shall be entitled to terminate the contract immediately.
18.4. For the purpose of this clause 18, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 18 a person associated with the Supplier includes but is not limited to any Subcontractor of the Supplier.
19. Intellectual Property Rights
19.1. The Supplier has no Intellectual Property Rights in any Intellectual Property Rights or intellectual property held by Queen Mary. Without limitation in any way, this includes Intellectual Property Rights or intellectual property held by Queen Mary:
19.1.1. prior to entering into the Contract; or
19.1.2. after entering into the Contract due to activities not relating to the Contract.
19.2. The Supplier shall give Queen Mary full written details of all Inventions embodying Intellectual Property Rights made wholly or partially by him at any time during the course of the Contract.
19.3. The Supplier acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and in the Goods and in the Services shall automatically, on creation, vest in Queen Mary absolutely. To the extent that they do not vest automatically, the Supplier holds them on trust for Queen Mary. The Supplier agrees promptly to execute all documents and do all acts as may, in the opinion of Queen Mary, be necessary to give effect to this clause 19.3.
19.4. The Supplier hereby irrevocably waives all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which he has or will have in any existing or future works referred to in clauses 19.2 - 19.3.
19.5. The Supplier hereby irrevocably appoints Queen Mary to be his attorney to execute and do any such instrument or thing and generally to use his name for the purpose of giving Queen Mary or its nominee the benefit of this clause 19. The Supplier acknowledges in favour of a third party that a certificate in writing signed by the Principal of Queen Mary that any instrument or act falls within the authority conferred by this clause 19 shall be conclusive evidence that such is the case.
19.6. Queen Mary shall retain full ownership of any intellectual property, Intellectual Property Rights, or Inventions it creates in whole or part in relation to, or arising out of, the Contract.
19.7. Only insofar as any Queen Mary Intellectual Property Rights are necessary for the Supplier to perform under this Contract, Queen Mary grants the Supplier non-exclusive, non-transferable, non-sublicensable, revocable, royalty free, fully paid up licence of those Intellectual Property rights, which terminates immediately upon termination or expiry of the Contract.
20. Termination
20.1. Queen Mary may terminate the Contract in whole or in part at any time with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. Queen Mary shall pay the Supplier fair and reasonable compensation for satisfactory work-in-progress at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
20.2. In addition to any other termination rights in this Contract, Queen Mary may terminate the Contract with immediate effect by giving written notice to the Supplier if the Supplier becomes subject to any of the following events:
20.2.1. the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or
20.2.2. the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where the Supplier is a company) these events take place for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier; or
20.2.3. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier, other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier; or
20.2.4. (being an individual) the Supplier is the subject of a bankruptcy petition or order; or
20.2.5. a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
20.2.6. (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier; or
20.2.7. (being a company) a floating charge holder over the assets of the Supplier has become entitled to appoint or has appointed an administrative receiver; or
20.2.8. a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier; or
20.2.9. any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 20.2.1 to clause 20.2.8 inclusive; or
20.2.10. the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on, all or substantially the whole of its business; or
20.2.11. the financial position of the Supplier deteriorates to such an extent that in the opinion of Queen Mary the capability of the Supplier adequately to fulfil its obligations under the Contract has been placed in jeopardy.
20.2.12. (being an individual) the Supplier dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
20.3. Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
21. Consequences of Termination
On termination of the Contract for any reason:
21.1. the Supplier shall immediately deliver to Queen Mary all Queen Mary Materials. If the Supplier fails to do so, then Queen Mary may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;
21.2. the Supplier shall repay to Queen Mary any amount which it may have been paid in advance in respect of Goods and/or Services not provided by the Supplier as at the Termination Date; and
21.3. the Supplier will promptly, and in any event within five business days, securely destroy all Queen Mary Confidential Information that it holds;
21.4. the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and
21.5. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
22. Force Majeure
22.1. 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 Force Majeure, provided that the Supplier shall use all reasonable endeavours to cure any such events or circumstances and resume performance under the Contract.
22.2. The Party claiming Force Majeure must take all reasonable steps to prevent, avoid, overcome and mitigate the effects of such Force Majeure.
22.3. The Party claiming Force Majeure shall, within 15 days of a written request by the other Party provide written evidence to that Party’s reasonable satisfaction:
22.3.1. to evidence the Force Majeure; and
22.3.2. the actions being undertaken by the claiming Party to overcome, avoid, prevent, or otherwise mitigate, the Force Majeure.
23. General
23.1. Assignment and subcontracting.
23.1.1. Queen Mary may at any time novate, assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.
23.1.2. The Supplier may not novate, assign, transfer, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract without Queen Mary's prior written consent. If Queen Mary consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
23.2. Notices.
23.2.1. Any notice or other communication given to a Party under or in connection with the Contract shall be in writing, addressed to that Party: at the first instance for notices to Queen Mary, as set out in clause 23.2.2 below; at its registered office (if it is a company) or its principal place of business (in any other case); or such other address or email as that Party may have specified to the other Party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery, or commercial courier, or only in the case of an email address, e-mail.
23.2.2. Notices to Queen Mary under this Contract should be delivered as follows:
23.2.2.1. Notices under clause 2.4: Att: Director of Procurement/ Head of Procurement, Dept W, Queen Mary University London, 81 Mile End Rd, London E1 4UJ
23.2.2.2. Notices under clause 6.1.8: to the attention of the person listed under the “Purchase Order Contact Details” in the relevant Purchase Order
23.2.2.3. Notices under clause 14.3.3.1: Attn: Data Protection Officer, Dept W, Queen Mary University London, 81 Mile End Rd, London E1 4UJ; or data-protection@qmul.ac.uk
23.2.3. A notice or other communication shall be deemed to have been received when, in relation to the appropriate address as set out in clause 23.2.1: if delivered personally, when left at the appropriate address; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, 24 hours after transmission and if no bounce-back, error, or undeliverable message has been received.
23.2.4. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
23.3. Severance.
23.3.1. 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.
23.3.2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
23.4. Waiver.
23.4.1. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
23.5. Third party rights
23.5.1. A person who is not a party to the Contract shall not have any rights under or in connection with it.
23.6. No partnership
23.6.1. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other Party in any way.
23.7. Audit
23.7.1. At Queen Mary's reasonable request and subject to Queen Mary entering into adequate confidentiality agreements (as required by the Supplier), the Supplier shall:
23.7.1.1. make available to Queen Mary such information as may reasonably be necessary to demonstrate compliance with its obligations under this Contract, including copies of any audit reports demonstrating compliance with clause 14.3.2; and
23.7.1.2. subject to the restrictions in clause 23.7.2 below, allow Queen Mary (or an independent, third-party professional auditor engaged by it) to conduct an audit, including inspection and penetration testing, of the Supplier’s processing of Personal Data pursuant to this Contract.,
23.7.2 When exercising its rights under clause 23.7.1 above, Queen Mary shall:
23.7.2.1. promptly provide the Supplier with information regarding any non-compliance discovered during the course of an audit;
23.7.2.2. conduct such audits during reasonable times and for a reasonable duration, which shall not unreasonably interfere with the Supplier’s day-to-day operations
23.8. Governing law and jurisdiction
23.8.1. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
23.9. Counterparty
23.9.1. The Contract may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. Transmission of an executed counterpart of this Contract by e-mail (in PDF, JPEG or other agreed format) in accordance with the terms of this Contract shall take effect as delivery of an executed counterpart of this Contract. If either method of delivery is adopted, without prejudice to the validity of this Contract, each Party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter. No counterpart shall be effective until each Party has executed at least one counterpart.
23.10. Entire Agreement
23.10.1.The Contract, as constituted from time to time, constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. Each Party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in the Contract. Neither Party shall have any claim for innocent or negligent misrepresentation based upon any statement in the Contract.
23.11. Time of the essence
23.11.1. Where the Contract provides a time by which something is to occur or not occur, then time shall be of the essence.
23.12. Publicity
23.12.1. Notwithstanding anything else in this Contract, the Supplier may not use Queen Mary’s name, logo, or other marks or Intellectual Property in any publications or marketing without Queen Mary’s prior written consent.