Sub-contractor Terms & Conditions

1.  Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

  • Background Intellectual Property: in respect of a party means any Intellectual Property owned by, licensed to or otherwise controlled by that party before the Commencement Date or created after the Commencement Date outside the scope of the Services, which is used in connection with the Services or which is disclosed to the other party in connection with the Services.

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

  • Charges: the charges payable by INDUSTRY of Us for the supply of the Services in accordance with clause 6 (Charges and payment).

  • Commencement Date: has the meaning given in clause 2.2.

  • Conditions: these terms and conditions as amended from time to time in accordance with clause 13.5.

  • Contract: the contract between INDUSTRY of Us and the Sub-contractor for the supply of Services in accordance with these Conditions.

  • Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

  • Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

  • Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

  • Deliverables: all documents, products and materials developed by the Sub-contractor or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

  • INDUSTRY of Us: INDUSTRY of Us Limited, a private limited company registered in England and Wales with company number 11796227 whose registered office is at 1 Victoria Street, Bristol, United Kingdom, BS1 6AA.

  • INDUSTRY of Us Materials: has the meaning set out in clause 3.3(j).

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

  • Mandatory Policies: INDUSTRY of Us's business policies and codes listed in the Schedule.

  • Order: INDUSTRY of Us's order for the supply of Services, as set out in INDUSTRY of Us's proposal form.

  • Services: the services, including any Deliverables, to be provided by the Sub-contractor under the Contract, as set out in the Order.

  • Sub-contractor: the company or entity from whom INDUSTRY of Us purchases the Services.

  • UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

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

(c) A reference to writing or written includes email.

2. Basis of contract

2.1 The Order constitutes an offer by INDUSTRY of Us to purchase Services in accordance with these Conditions.

2.2 The Order shall be deemed to be accepted on the earlier of:

(a) the Sub-contractor issuing written acceptance of the Order; or

(b) any act by the Sub-contractor consistent with fulfilling the Order,

at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Sub-contractor seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Supply of Services

3.1 The Sub-contractor shall from the Commencement Date and for the duration of the Contract provide the Services to INDUSTRY of Us in accordance with the terms of the Contract.

3.2 The Sub-contractor shall meet any performance dates for the Services specified in the Order or that INDUSTRY of Us notifies to the Sub-contractor and time is of the essence in relation to any of those performance dates.

3.3 In providing the Services, the Sub-contractor shall:

(a) co-operate with INDUSTRY of Us in all matters relating to the Services, and comply with all instructions of INDUSTRY of Us;

(b) perform the Services with the best care, skill and diligence in accordance with best practice in the Sub-contractor's industry, profession or trade;

(c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Sub-contractor's obligations are fulfilled in accordance with the Contract;

(d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Order, and that the Deliverables shall be fit for any purpose that INDUSTRY of Us expressly or impliedly makes known to the Sub-contractor;

(e) provide all equipment, tools, materials and such other items as are required to provide the Services;

(f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to INDUSTRY of Us, will be free from defects in workmanship, installation and design;

(g) obtain and at all times maintain all licences and consents which may be required for the provision of the Services;

(h) comply with all applicable laws, regulations, regulatory policies, guidelines or industry codes which may apply from time to time to the provision of the Services, and with the Mandatory Policies;

(i) observe all health and safety rules and regulations and any other security requirements that apply at any of INDUSTRY of Us's premises;

(j) hold all materials, equipment and tools, drawings, specifications and data supplied by Industry of Us to the Sub-contractor (INDUSTRY of Us Materials) in safe custody at its own risk, maintain INDUSTRY of Us Materials in good condition until returned to INDUSTRY of Us, and not dispose of or use INDUSTRY of Us Materials other than in accordance with Industry of Us's written instructions or authorisation;

(k) not do or omit to do anything which may cause INDUSTRY of Us to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Sub-contractor acknowledges that INDUSTRY of Us may rely or act on the Services; and

(l) comply with any additional obligations as set out in the Order or agreed in writing between the parties.

4. INDUSTRY of Us remedies

4.1 If the Sub-contractor fails to perform the Services in accordance with these Conditions and by the applicable dates, INDUSTRY of Us shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights:

(a) to terminate the Contract with immediate effect by giving written notice to the Sub-contractor;

(b) to refuse to accept any subsequent performance of the Services which the Sub-contractor attempts to make;

(c) to recover from the Sub-contractor any costs incurred by INDUSTRY of Us in obtaining substitute services from a third party;

(d) to require a refund from the Sub-contractor of sums paid in advance for Services that the Sub-contractor has not provided; and

(e) to claim damages for any additional costs, loss or expenses incurred by INDUSTRY of Us which are in any way attributable to the Sub-contractor's failure to meet such dates.

4.2 These Conditions shall extend to any substituted or remedial services provided by the Sub-contractor.

4.3 INDUSTRY of Us's rights under the Contract are in addition to its rights and remedies implied by statute and common law.

5. INDUSTRY of Us's obligations

INDUSTRY of Us shall:

(a) provide the Sub-contractor with reasonable access at reasonable times to INDUSTRY of Us's premises for the purpose of providing the Services; and

(b) provide such necessary information for the provision of the Services as the Sub-contractor may reasonably request.

6. Charges and payment

6.1 The Charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Sub-contractor in respect of the performance of the Services. Unless otherwise agreed in writing by INDUSTRY of Us, the Charges shall include every cost and expense of the Sub-contractor directly or indirectly incurred in connection with the performance of the Services.

6.2 The Sub-contractor shall invoice INDUSTRY of Us on completion of the Services. Each invoice shall include such supporting information required by INDUSTRY of Us to verify the accuracy of the invoice, including the relevant purchase order number.

6.3 In consideration of the supply of the Services by the Sub-contractor, INDUSTRY of Us shall pay the invoiced amounts within 30 days of receipt of a correctly rendered invoice, either by cheque or by BACS.

6.4 All amounts payable by INDUSTRY of Us under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Sub-contractor to Industry of Us, Industry of Us shall, on receipt of a valid VAT invoice from the Sub-contractor, pay to the Sub-contractor such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

6.5 If INDUSTRY of Us fails to make a payment due to the Sub-contractor under the Contract by the due date, then INDUSTRY of Us shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6.6 If INDUSTRY of Us disputes a payment in good faith, then it has the right to withhold payment of the disputed element of the payment in question until such time as the dispute is resolved to its reasonable satisfaction, and the interest payable under clause 6.5 above shall only be payable after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

6.7 The Sub-contractor shall maintain complete and accurate records of the time spent and materials used by the Sub-contractor in providing the Services, and shall allow INDUSTRY of Us to inspect such records at all reasonable times on request.

6.8 IndusINDUSTRYry of Us may at any time, without notice to the Sub-contractor, set off any liability of the Sub-contractor to INDUSTRY of Us against any liability of INDUSTRY of Us to the Sub-contractor, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by INDUSTRY of Us of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

7. Intellectual property rights

7.1 The Sub-contractor hereby assigns to INDUSTRY of Us all existing and future Intellectual Property Rights in the Services and the Deliverables (other than the Sub-contractor’s Background Intellectual Property), and all materials embodying these rights to the fullest extent permitted by law.  Insofar as they do not vest automatically by operation of law or under this agreement, the Sub-contractor holds legal title in these rights and inventions on trust for INDUSTRY of Us.

7.2 All Background Intellectual Property is and shall remain the exclusive property of the party owning it and nothing in these Conditions shall operate to transfer any Background Intellectual Property of one party to the other.

7.3 The Sub-contractor grants to INDUSTRY of Us a perpetual, irrevocable, royalty-free, non-exclusive, worldwide licence, with a right to sub-licence to any third party (including, without limitation, clients of INDUSTRY of Us), to use the Sub-contractor's Background Intellectual Property for any purpose relating to the business of INDUSTRY of Us (including, without limitation, the supply of services and deliverables to clients of Industry of Us).

7.4 For the term of this agreement, INDUSTRY of Us grants to the Sub-contractor a royalty-free, non-exclusive, limited licence in the UK to use INDUSTRY of Us's Background Intellectual Property for the sole purpose of providing the Services.

8. Data Protection

8.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this clause 8, Applicable Laws means (for so long as and to the extent that they apply to the Sub-contractor) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

8.2 The parties acknowledge that for the purposes of the Data Protection Legislation, INDUSTRY of Us is the Controller and the Sub-contractor is the Processor.

8.3 Without prejudice to the generality of clause 8, INDUSTRY of Us will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Sub-contractor and/or lawful collection of the Personal Data by the Sub-contractor on behalf of INDUSTRY of Us for the duration and purposes of this agreement.

8.4 Without prejudice to the generality of clause 8, the Sub-contractor shall, in relation to any Personal Data processed in connection with the performance by the Sub-contractor of its obligations under this agreement:

(a) process that Personal Data only on the documented written instructions of INDUSTRY of Us unless the Sub-contractor is required by Applicable Laws to otherwise process that Personal Data. Where the Sub-contractor is relying on Applicable Laws as the basis for processing Personal Data, the Sub-contractor shall promptly notify INDUSTRY of Us of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Sub-contractor from so notifying INDUSTRY of Us;

(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by INDUSTRY of Us, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of INDUSTRY of Us has been obtained and the following conditions are fulfilled:

(i) INDUSTRY of Us or the Sub-contractor has provided appropriate safeguards in relation to the transfer;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) the Sub-contractor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) the Sub-contractor complies with reasonable instructions notified to it in advance by INDUSTRY of Us with respect to the processing of the Personal Data;

(e) assist INDUSTRY of Us, at the cost of INDUSTRY of Us, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify INDUSTRY of Us without undue delay on becoming aware of a Personal Data Breach;

(g) at the written direction of INDUSTRY of Us, delete or return Personal Data and copies thereof to INDUSTRY of Us on termination of the agreement unless required by Applicable Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 8 and allow for audits by INDUSTRY of Us or the designated auditor of INDUSTRY of Us and immediately inform INDUSTRY of Us if, in the opinion of the Sub-contractor, an instruction infringes the Data Protection Legislation.

8.5 INDUSTRY of Us does not consent to the Sub-contractor appointing any third party processor of Personal Data under this agreement without the prior written consent of INDUSTRY of Us.

9. Indemnity

9.1 The Sub-contractor shall indemnify INDUSTRY of Us against all liabilities, costs, expenses, damages and losses (including but not limited to 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 reasonable professional costs and expenses) suffered or incurred by INDUSTRY of Us arising out of or in connection with:

(a) any claim brought against INDUSTRY of Us for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the receipt, use or supply of the Services (excluding INDUSTRY of Us Materials); and

(b) any claim made against INDUSTRY of Us by a third party arising out of, or in connection with, the supply of the Services.

9.2 This clause 9 shall survive termination of the Contract.

10. Insurance

During the term of the Contract, the Sub-contractor shall maintain in force, with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on INDUSTRY of Us'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.

11. Termination

11.1 Without limiting or affecting any other right or remedy available to it, INDUSTRY of Us may terminate the Contract:

(a) with immediate effect by giving written notice to the Sub-contractor if:

(i) there is a change of control of the Sub-contractor; or

(ii) the Sub-contractor's financial position deteriorates to such an extent that in INDUSTRY of Us's opinion the Sub-contractor's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

(iii) the Sub-contractor commits a breach of clause 3.3(h),

(b) for convenience by giving the Sub-contractor 14 days' written notice.

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

(a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

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

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

12. Consequences of termination

12.1 On termination of the Contract for any reason, the Sub-contractor shall immediately deliver to INDUSTRY of Us all Deliverables whether or not then complete, and return all INDUSTRY of Us Materials. If the Sub-contractor fails to do so, then INDUSTRY of Us may enter the Sub-contractor's premises and take possession of them. Until they have been returned or delivered, the Sub-contractor shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

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

12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

13. General

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

13.2 Assignment and other dealings.

(a) INDUSTRY of Us may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Sub-contractor shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of INDUSTRY of Us.

13.3 Confidentiality.

(a) Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers or sub-contractors of the other party, except as permitted by clause 12.3(b).

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

(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.3; and

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

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

13.4 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.5 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.

13.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

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

13.8 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order.

(b) A notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.8(b), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

13.9 Third party rights.

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

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

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

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

 

Schedule 1: Mandatory Policies

Modern Slavery and Human Trafficking Policy:

  • Sub-contractor / sub-contractor’s personnel to comply with the Modern Slavery Act 2015, and take reasonable steps to ensure that slavery and human trafficking is not taking place in its business / supply chain.

  • Sub-contractor to warrant that neither it / its personnel to have been convicted of a slavery/human trafficking offence – or is aware of any circumstances within its supply chain that could give rise to an investigation.

  • Sub-contractor to implement due diligence processes for its own suppliers and subcontractors.

  • Sub-contractor to notify INDUSTRY of Us of any breach of Act

Anti-Bribery and Anti-Corruption Policy:

  • Sub-contractor agrees that:

  • It has not received any bribe or inducement from INDUSTRY of Us / INDUSTRY of Us personnel, subcontractors etc. for entering into this agreement.

  • It has adequate anti-corruption policies and controls in place.

  • INDUSTRY of Us can terminate the contract if:

    • Sub-contractor / sub-contractor personnel commits an offence under the Bribery Act 2010 or any other applicable laws.

    • Sub-contractor to notify INDUSTRY of Us of any breach.

Data and Privacy Policy:

Please refer to our separate Privacy Policy.