Supplier Terms & Conditions

TERMS AND CONDITIONS OF PURCHASE

Definitions and Interpretation

In this Agreement, unless otherwise stated or unless the context otherwise requires, each capitalised term will have the meaning set out below:

Affiliate means in respect of any entity, an entity which is a Subsidiary of that entity or which is a Holding Company of that entity, or a Subsidiary of such Holding Company, in each case for the time being

Agreement means these terms and conditions of purchase, the Purchase Order (inclusive of any Key Deliverables stated within a Purchase Order (if applicable))

Bruntwood means the member of the Bruntwood Group that submits the Purchase Order

Bruntwood Group means the Bruntwood Works Group and the Bruntwood SciTech Group and the term member of the Bruntwood Group shall be construed accordingly

Bruntwood SciTech Group means Bruntwood SciTech Limited (company number 03814666), each of its Affiliates and Bruntwood Science Management Services Limited and the term member of the Bruntwood SciTech Group shall be construed accordingly

Bruntwood Works Group means Bruntwood Group Limited (company number 02825044) and each of its Affiliates and the term member of the Bruntwood Works Group shall be construed accordingly

Business Days means a day (other than a Saturday or a Sunday or a UK Bank Holiday) on which commercial banks are open for business in the City of London

Charges means the charges payable by Bruntwood to the Supplier under this Agreement and set out in the Purchase Order or as otherwise agreed between the parties in writing

Confidential Information means in relation to either party to this Agreement any and all information in whatever form (including Personal Data), whether in oral, tangible or in documented form, that (i) is by its nature confidential; or (ii) the other party knows or ought to know is confidential; or (iii) is designated by the first party as confidential; (iv) satisfies more than one of (i) – (iii) above and is disclosed to or otherwise learnt, acquired or developed by the other party in connection with this Agreement (or its subject matter)

Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; 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;

Delivery Dates means the dates that the Goods and/or Services are to be delivered to Bruntwood as set out in the Purchase Order or otherwise agreed in writing between the parties

Dispute means any dispute, disagreement or claim arising out of or in connection with this Agreement, its subject matter or formation (including non-contractual disputes and claims);

Effective Date means the date identified as such on the Purchase Order

Good Industry Practice means the exercise of that degree of skill, diligence, prudence, foresight and operating practice which, at the relevant time, would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same or a similar business

Goods means the items identified as such in the Purchase Order or as otherwise agreed between the parties pursuant to this Agreement, together with the Key Deliverables and any other materials or items provided by or on behalf of the Supplier to Bruntwood and/or any other member of the Bruntwood Group

Insolvency Event means one or more of the following events: (i) an administrator, administrative receiver, receiver or manager, liquidator or similar officer is appointed in respect of the whole or any part of the Supplier's assets (ii) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator and/or a winding up petition is presented against the Supplier; (iii) the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or proposes to enter or enters into any composition or arrangement with its creditors generally or any class of creditors; (iv) the Supplier ceases or threatens to cease carrying on all or a substantial part of its business; (v) the Supplier applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986 (vi) any third party takes possession of, or enforces rights over, any of the Supplier's property or assets under any form of security; (vii) the Supplier suffers any process equivalent to any of the foregoing in any jurisdiction; (viii) 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or (ix) Bruntwood reasonably believe any of the foregoing events is about to occur

Intellectual Property Rights means patents, trade marks, service marks, logos, trade names and business names, copyright (including future copyright), database rights, rights in and to Confidential Information (including know how, business methods, data and trade secrets) and all other intellectual property rights, in each case subsisting or pending at any time in any part of the world

Key Deliverables means all documents (being anything in which information of any description is recorded in any form and media), products and materials created or developed by or on behalf of the Supplier or Supplier Personnel as part of or in connection with the Goods and/or Services or this Agreement (including any specified in the Purchase Order) and all modifications and enhancements to them made by or on behalf of the Supplier or Supplier Personnel

Key Milestones means the relevant key milestones or performance dates to be met in respect of the Goods and/or Services as set out in the Purchase Order or as otherwise agreed between the parties in writing

Liabilities means all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs (calculated on a full indemnity basis) (whether or not such losses were foreseeable at the Effective Date), and "Liability" shall be construed accordingly

Personal Data means any and all personal data in respect of which Bruntwood and/or any other member of the Bruntwood Group is a controller and which will be processed by the Supplier in the performance of its obligations under this Agreement where personal data, process and controller have the meanings given to them by the UK GDPR

Purchase Order means the relevant purchase order for the Goods and/or Services which refers to these Terms and Conditions of Purchase

Relevant Law means any statute, enactment, ordinance, order, regulation, guidance or other similar instrument in any jurisdiction, including any jurisdiction from which the Goods or Services are provided or in which any Goods or Services are received (or both), which relate to the performance of this Agreement

Services means all of the obligations of the Supplier under this Agreement, including the provision of any Goods (including any Key Deliverables) and the performance of the Services specified in the Purchase Order or as otherwise agreed between the parties in writing

Subsidiary and Holding Company have the meanings given in section 1159 Companies Act 2006 and include parent and subsidiary undertakings as defined in section 1162 Companies Act 2006

Supplier Personnel means all employees, officers, contractors, consultants, agency staff and other individuals employed or engaged by or on behalf of the Supplier or any of its subcontractors

UK GDPR has the meaning given to such term in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018 and part of UK domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (as amended)

VAT means value added tax chargeable or imposed under the Value Added Tax Act 1994 and any tax of a similar nature substituted for or levied in addition to it

In this Agreement, unless otherwise stated or unless the context otherwise requires:
the words other, includes, including, for example and in particular do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible;
headings are for convenience only and do not affect its interpretation;
references to this Agreement or any other document are to this Agreement or that document as in force for the time being and as amended from time to time in accordance with this Agreement or that document (as the case may be);
references to the parties are to the parties to this Agreement, being Bruntwood and the Supplier and party shall be construed accordingly;
words importing a gender include every gender, references to the singular include the plural and vice versa and words denoting persons include individuals and bodies corporate, partnerships, unincorporated associations and other bodies (in each case, wherever resident and for whatever purpose) and vice versa;
a reference to a statute or statutory provision shall be construed as including a reference to any subordinate legislation (as defined by section 21(1) Interpretation Act 1978) made from time to time under that statute or provision; and
a reference to a statute, statutory provision or subordinate legislation (as so defined) shall be construed as including a reference to that statute, provision or subordinate legislation as in force at the date of this Agreement and as from time to time modified or consolidated, superseded, re-enacted or replaced after the date of this Agreement.

Application of Terms

This Agreement shall govern all supplies of goods and services made by the Supplier to Bruntwood. Without prejudice to the generality of clause 16.13, these Terms and Conditions of Purchase shall apply to the Agreement, to the exclusion of any other terms and conditions contained or referred to in any acknowledgement or acceptance of order, specification, letter, invoice or other communication sent by the Supplier to Bruntwood. No inconsistent, additional or replacement terms offered by the Supplier will be deemed to apply to any dealings between Bruntwood and the Supplier.
If and to the extent of any conflict or inconsistency between the terms of this Agreement, the order of priority will be: (i) the Purchase Order; and (ii) these Terms and Conditions of Purchase.
Bruntwood may from time to time make an order by submitting a Purchase Orders to the Supplier. The Supplier shall only supply Goods and/or Services in accordance with those Purchase Orders. Any written acknowledgement or acceptance (including by email) from the Supplier of a Purchase Order referring to these Terms and Conditions of Purchase shall be deemed to be an acceptance by the Supplier of the application of these Terms and Conditions of Purchase. In absence of any such written acceptance by the Supplier, the delivery by (or on behalf of) the Supplier of all or any part of the Goods or the commencement of the performance of any part of the Services shall be deemed to be an acceptance by the Supplier of the Purchase Order and of the application of these Terms and Conditions of Purchase
This Agreement and the Goods and/or Services are for the benefit of the Bruntwood Group. Accordingly, unless the context otherwise dictates, references to the Goods and/or Services being supplied to, or other activities being provided for, Bruntwood, any benefits, warranties, indemnities and rights granted or provided to Bruntwood, any licence being granted to Bruntwood, and the business, operations, customers, assets, Intellectual Property Rights, agreements or other property of Bruntwood, shall be construed in each case as if reference to Bruntwood were to every member of the Bruntwood Group. However, obligations of Bruntwood shall not be interpreted as obligations of another member of the Bruntwood Group.
Nothing in this Agreement shall create or imply:
1. any restriction or prohibition that might prevent or inhibit Bruntwood from buying the Goods or Services (or any of them) or similar goods or services from other suppliers or providing them itself; or
2. any commitment on the part of Bruntwood to purchase a committed or guaranteed amount of Goods or Services from the Supplier (and any indication of budget, likely volumes or spend is given as a guide only).

Supply of Goods and Services

The Supplier shall:
1. perform the Services and provide the Goods in accordance with:
  1. Bruntwood's reasonable instructions;
  2. in accordance with all agreed timescales and in all other cases, promptly;
  3. the terms and conditions set out in this Agreement;
  4. Good Industry Practice; and
  5. in compliance with all Relevant Laws;
2. complete and achieve all Key Milestones by the applicable Key Milestone Date;
3. comply in all respects with any policies which Bruntwood may from time to time notify to the Supplier and as may be amended from time to time; and
4. obtain and maintain in full force all necessary consents, approvals, authorisations, licences and permissions which are required for it to perform its obligations under this Agreement.

Quality, Description and Key Deliverables

Without prejudice to any other rights and remedies of any member of the Bruntwood Group, the Supplier warrants and represents that the Goods will:
1. conform as to quantity, quality, description as stated in the Purchase Order or in any written specification provided by Bruntwood with the Purchase Order;
2. the Goods will be of the best standard reasonably expected in the market for those Goods;
3. (without prejudice to clause 4.1(a) above) be free from defects and be fit for the purpose held out by the Supplier or made known either expressly or by implication to Bruntwood;
4. be equal to and comply in all respects with any samples or patterns provided by either party and accepted by the other;
5. comply with all Relevant Laws relating to the manufacture and sale of the Goods at the time when the same are supplied and ensuring that Bruntwood can, in full compliance with all Relevant Laws, fully utilise the Goods for their intended purposes.
If Bruntwood raises a Purchase Order for Goods, then unless otherwise stated, that order is deemed to include the supply of all relevant documentation and certification, and of any commissioning of those Goods, necessary to enable Bruntwood to use them for their intended purposes. If Bruntwood raise a Purchase Order for Services then, unless otherwise stated, that order includes the complete performance of those Services including any employee instruction, manuals, explanations or certifications necessary to enable Bruntwood to benefit from them for their intended purposes.

Inspection, Testing and Samples

If required by Bruntwood, the Supplier shall submit samples of the Goods for Bruntwood's approval before the Goods are delivered.
Bruntwood shall be entitled at any time on reasonable notice during the manufacture, processing and storage prior to delivery (or any of them) of the Goods to inspect and test the Goods. The Supplier shall at its own cost provide or shall procure the provision of such facilities as may be reasonably required by Bruntwood for such inspection and testing.
If as a result of any inspection or test carried out pursuant to clause 5.2 Bruntwood is of the reasonable opinion that the Goods do not comply with this Agreement, Bruntwood may inform the Supplier accordingly and the Supplier shall take such steps as may be necessary to ensure such compliance. Without prejudice to any other rights or remedies it may have, Bruntwood shall be entitled to withhold any Charges due in respect of any Goods which do not comply with this Agreement until such time they are rectified to Bruntwood's reasonable satisfaction.
Notwithstanding any testing or inspection carried out pursuant to this clause 5, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Supplier's obligations under this Agreement.
Bruntwood may notify the Supplier in writing of any proposed changes to the Key Deliverables at any time before the Goods are provided. The Supplier shall respond to such requests as soon as reasonably practicable and in any event not later than two (2) Business Days, or any longer period specified in our notice from receipt of the same. The Supplier's response will include a statement of whether the change can be achieved and if so any impact on price (including both an increase and decrease) and time for delivery of the Key Deliverable. Bruntwood does not agree to, and the Supplier shall not implement any proposed change unless or until such change is approved in writing by Bruntwood.

Delivery and Packaging

The Goods shall be delivered to the Bruntwood premises set out on the Purchase Order (or to such other destination as may be specified by Bruntwood) on the Delivery Dates and in either case during the normal business hours of Bruntwood.
The Supplier shall provide to Bruntwood in good time any instructions or other information required to enable Bruntwood to accept delivery of the Goods.
The Goods shall be properly packed and secured in such a manner as to reach their destination in a good condition having regard to the nature of the Goods and all other relevant circumstances. The Supplier shall off-load the Goods at its own risk as directed by Bruntwood.
Bruntwood reserves the right to refuse to accept any Goods or Services delivered earlier than the date specified in the Purchase Order (or otherwise specified by Bruntwood) and can re-charge any storage costs incurred by Bruntwood as a result of early delivery.
The Supplier will comply with any reasonable requirements Bruntwood may have as regards the packaging and packing of any Goods, and as to information to be displayed on packaging or included on dispatch documentation and bills of lading. All packaging, packing, labelling and documentation shall be fully compliant with Relevant Laws throughout the scheduled delivery process.
Bruntwood will not be bound to return any packaging or packing material, but if any relevant requirement for packaging recycling applies, the Supplier shall take materials back free of charge on request.
The time of delivery of the Goods shall be of the essence of the Agreement.
A packing note quoting the Purchase Order number must accompany each delivery or consignment of Goods and must be displayed prominently.
If the Goods are to be delivered by instalments the Agreement shall be treated as a single Agreement and not severable.
If the Goods are delivered to Bruntwood in excess of the quantities set out in the Purchase Order, Bruntwood shall not be bound to pay for the excess and any excess shall be and remain at the Supplier's risk and shall be stored and returnable at the Supplier's expense.
Upon delivery of the Goods to Bruntwood, Bruntwood shall either reject or accept the Goods, such rejection or acceptance not to be unreasonably withheld or delayed. Bruntwood shall not be deemed to have accepted the Goods until it has inspected the relevant Goods. Bruntwood shall also have the right to reject goods as though they had not been accepted after any latent defect in the Goods has become apparent.
Without prejudice to any other right or remedy of any member of the Bruntwood Group, if any Goods are not supplied in accordance with, or if the Supplier fails to comply with, any of the terms of this Agreement, Bruntwood shall be entitled to rely on any one or more of the following remedies at its discretion:
1. reject the Goods (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid immediately to Bruntwood by the Supplier;
2. give the Supplier the opportunity (at the Supplier's expense) either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Agreement are fulfilled;
3. claim such damages arising out of or in connection with the Supplier's breach or breaches of the Agreement; or
4. terminate this Agreement in whole or in part immediately upon giving written notice to the Supplier.
Notwithstanding clause 11 (Intellectual Property Rights), if Bruntwood supply any materials to the Supplier, they shall remain the property of Bruntwood at all times. Those materials must be kept confidential and secure and Bruntwood can enter the Supplier's premises at any time on reasonable notice to verify such confidentiality and security. While those materials are in the Supplier's custody, the Supplier must not use, copy, or disseminate them, electronically or otherwise, except in the performance of the Agreement.
The Supplier's personnel must, while on Bruntwood's premises, comply with Bruntwood's reasonable requirements and/or policies including those relating to security, health and safety routines, times and areas of access.

Title and Risk

Without prejudice to clause 11 (Intellectual Property Rights) title and risk in the Goods shall pass to Bruntwood upon the delivery of such Goods to Bruntwood, free from any third party rights or interests (including liens, charges and options), unless payment for the Goods is made prior to delivery, in which case risk in the Goods shall remain with the Supplier until the delivery of such Goods is made to Bruntwood and title to the Goods shall pass to Bruntwood once payment has been made for the Goods by Bruntwood.

Charges and Payment

The Charges for the Goods and/or Services will be as stated in the Purchase Order and, unless agreed to in writing between the parties, will be:
1. exclusive of any applicable VAT (which will be payable by Bruntwood subject to receipt of a valid VAT invoice). The Supplier shall be solely responsible for all other taxes, levies, duties, tariffs, charges, fees, national insurance or other withholdings or contributions which may be payable out of, or as a result of:
  1. the receipt of any Charges or other monies paid or payable in respect of the Goods and/or Services; or
  2. the supply of the Goods and/or Services or the performance of its other obligations under this Agreement;
2. inclusive of all charges for packaging, packing, shipping, carriage, insurance, delivery, commissioning or performance to or at the delivery address specified by Bruntwood;
3. payable in Great British Pounds sterling (£); and
4. fixed for the duration of the Agreement.
Bruntwood shall pay the Supplier the Charges within thirty (30) days of the end of the month in which Bruntwood receives a valid invoice.
Bruntwood shall be entitled to any discount for prompt payment, bulk or volume purchase(s) or any other comparable or similar discount normally granted by the Supplier in comparable circumstances.
Invoices for the Goods and/or Services may be sent to Bruntwood on or after the Goods and/or Services have been delivered or supplied to Bruntwood. Each invoice must quote the Purchase Order number, Purchase Order line number and must be sent via email to accounts@bruntwood.co.uk (unless stated otherwise on the Purchase Order).
The Supplier shall ensure that all Charges, costs and expenses due to it under this Agreement are invoiced within six (6) months of the date the Supplier is first entitled to invoice such sum. Unless agreed otherwise between the parties, Bruntwood reserves the right to decline, and the Supplier irrevocably waives its rights to the payment of, invoices which are received by Bruntwood more than six (6) months of the date the Supplier is first entitled to invoice such sum.
If Bruntwood is awaiting receipt of a credit note for incorrect invoices, Bruntwood reserve the right to withhold payment of any new invoices until the credit note has been received by Bruntwood's accounts department.
Without affecting its other rights, Bruntwood may set off an amount owed to it by the Supplier against an amount which it owes whether, present or future, and which arises under this Agreement. The Supplier shall not be entitled to set off any amount owed to it by Bruntwood against an amount which it owes, whether present or future, and which arises under this Agreement.
If either party fails to make any payment due to the other party under this Agreement within 10 Business Days following notice from the other party that the amount has not been paid by the due date for payment, then the other party may charge interest on the overdue amount, calculated from day to day at a rate per annum of 2% over the base rate of the Bank of England, and payable from the day after the date on which payment was due up to and including the date of payment. Where the base rate of the Bank of England is 0%, a rate of 2% shall apply. The defaulting party shall pay the interest following receipt of an invoice from the other party in respect of the interest charged.

Insurance

The Supplier shall (at its own expense) until delivery of the Goods in accordance with this Agreement, insure the Goods against all risks to their full replacement value.
The Supplier shall (at its own expense) maintain insurance to cover the Supplier’s potential liability to the Bruntwood Group pursuant to, or in connection with, this Agreement, in accordance with Good Industry Practice and Relevant Law such insurance to include, for the duration of this Agreement and for six (6) years after this Agreement expires or terminates, professional indemnity and product liability insurance, each for the minimum amount of five million pounds sterling (£5,000,000) per event. The Supplier shall provide evidence of the insurance which it is obliged to maintain under this clause 9 on request.

Warranties

The Supplier warrants and represents as at the Effective Date and on an ongoing basis that:
1. it has full authority to grant the licences granted by the Supplier under this Agreement;
2. Goods will comply with any applicable specifications of the manufacturer of such Goods;
3. all claims made about any Goods and/or Services are true, accurate and complete in all material respects and it will inform Bruntwood if any of the information changes in any material respect;
4. any Services will be performed by appropriately qualified and trained personnel; and
5. the performance of its obligations under this Agreement and Bruntwood's receipt and use of the Services, any Intellectual Property Rights, Confidential Information disclosed to it by the Supplier, any Goods and exercise of any rights granted under any licences granted by the Supplier to Bruntwood, will not breach any Intellectual Property Rights (or moral rights) of any third party.
Without prejudice to any other rights and remedies of any member of the Bruntwood Group, the Supplier shall upon request by Bruntwood at no additional cost (and at Bruntwood's option) promptly replace or repair all Goods which are or become defective (which includes any failure to comply with any specifications of a manufacturer of such Goods) during the period of twelve (12) months from the date of delivery. Repairs and replacements shall themselves be subject to the foregoing obligations for a period of twelve (12) months from the date of delivery, reinstallation or passing of tests (if any) whichever is appropriate after repair or replacement.
If any goods were bought or obtained by the Supplier from a third party for the purposes of the Supplier performing its obligations under this Agreement, the Supplier shall obtain from the manufacturer of such goods the best warranty or guarantee it can in respect of such goods and shall assign to the relevant member(s) of the Bruntwood Group the benefits of such warranty or guarantee that it has obtained from the manufacturer on the same terms.

Indemnities

An obligation of any party to indemnify any person against any Liability is to be construed as including an obligation to indemnify and hold harmless and keep that person indemnified on demand and in full from and against each Liability incurred as a result of suffering, defending and settling a claim alleging that Liability.
The Supplier shall indemnify Bruntwood and its Affiliates against any Liabilities suffered or incurred by or awarded against Bruntwood or any of its Affiliates to the extent that such Liability arises out of or in connection with:
1. the Supplier’s or its Affiliates’ failure to account for, or to pay, any VAT and other taxes, duties national insurance, social security contributions or any other withholdings or contributions or any equivalent of any of the foregoing in any jurisdiction relating to payments made to the Supplier under this Agreement;
2. any claims for taxes, national insurance and other statutory contributions together with any related claims, penalties, surcharges and expenses in respect of the Charges;
3. any claim or allegation that Bruntwood or any member of the Bruntwood Group infringes a third party’s Intellectual Property Rights that arises out of, or in connection with, the Services and/or Goods (including their receipt, use, supply or offer of supply); and
4. any claim made against Bruntwood by any third party to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by (or the presence on Bruntwood’s property of) the Supplier or any Supplier Personnel; and
5. any breach by the Supplier of clause 15 (Data Protection).

Intellectual Property Rights

All Intellectual Property Rights belonging to a party prior to the execution of this Agreement shall remain vested in that party.
The Supplier hereby grants to Bruntwood, each member of the Bruntwood Group, their agents and contractors, a worldwide, royalty-free, non-exclusive, perpetual, non-transferable licence (including the right to grant sub-licences) to use (i) any and all Intellectual Property Rights in the Goods, and (ii) any other Intellectual Property Rights to the extent necessary to:
1. receive or use the Services;
2. to enable the full benefit of ownership of the Goods; and
3. perform its obligations or exercise rights under this Agreement.
The Supplier represents, warrants and undertakes that:
1. the receipt and use of the Goods and/or Services (including the Key Deliverables) by Bruntwood shall not infringe the Intellectual Property Rights of any third party;
2. it is the sole legal and beneficial owner of any rights assigned pursuant to this clause 12.3; and
3. it has obtained a waiver of any moral or similar rights in the Key Deliverables to which any individual is now or may be in the future entitled.
The Supplier shall not, without Bruntwood’s prior written consent, sell or in any other way use any Goods which contain or have been produced using Bruntwood’s Intellectual Property Rights, have been developed specifically for Bruntwood or bear Bruntwood’s labels, trademarks, logos, initials or other indicia, even if such Goods are surplus to Bruntwood’s requirements or rejected by Bruntwood.

Expiry or termination and consequences of termination

Bruntwood may terminate this Agreement or any Purchase Order (including, in each case any part thereof) by giving notice to the Supplier at any time and Burntwood's sole liability to the Supplier shall be to pay, on receipt of a valid invoice and otherwise in accordance with 8 (Charges and Payment), the Charges to the Supplier for all Goods delivered and Services performed, in each case in accordance with this Agreement, at the date of termination or cancellation.
Bruntwood may suspend performance of or terminate this Agreement, in whole or in part, with immediate effect on giving written notice to the Supplier in the event that:
1. there is a material breach by the Supplier of this Agreement which is either not capable of being remedied, or, if the breach is capable of being remedied, the Supplier fails to remedy such breach within twenty-eight (28) days of receiving written notice requiring it to do so; or
2. the Supplier is affected by an Insolvency Event.
Any expiry or termination of this Agreement (in whole or in part) shall not affect any accrued rights or liabilities of either party or the coming into force or continuation in force of any other clauses and provisions of this Agreement which are expressly or by implication intended to come into force or continue in force on or after expiry or termination. Without prejudice to the foregoing, clauses 1 (Definitions and Interpretation), 9 (Insurance) 11 (Indemnities), 12 (Intellectual Property Rights), 13 (Expiry or termination and consequences of termination), 14 (Liability), 15 (Data Protection),16.1 (Confidentiality), 16.5 (Third Party Rights), 16.9 (Notices) and 16.14 (Governing Law and Jurisdiction) shall survive termination or expiry of this Agreement.
[Within thirty (30) days of expiry or termination of this Agreement, the Supplier will securely return or destroy all Personal Data and any copies thereof, unless UK legislation or UK regulation prevents it doing so, in which case the Supplier undertakes that it will comply with the provisions of clause 16 (Confidentiality) in relation to such Personal Data such that the Personal Data remains confidential and not process the Personal Data for any purpose other than as required by UK legislation or regulation.]
Unless otherwise agreed by the parties in writing, on the expiry or termination of this Agreement:
1. each party shall return to the other all documents and other materials containing the other’s and its related persons’ Confidential Information and shall (to the extent technically possible) erase all the other’s and its related persons’ Confidential Information from its computer and other software or media storage systems, provided that a party may retain materials containing the other party’s Confidential Information to the extent required by any Relevant Laws or where retention is required to back-up data or IT systems in accordance with Good Industry Practice or where such materials are required to be retained under either party’s company records retention policies or otherwise as permitted by this Agreement. Each party shall continue to be bound by this clause 13 in relation to any Confidential Information it has retained pursuant to this clause;
2. the Supplier shall immediately:
  1. refund to Bruntwood any amount which it may have been paid in advance in respect of Goods and/or Services that have not been supplied; and
  2. deliver to Bruntwood (or, at Bruntwood's written request destroy, in the manner specified by Bruntwood) all of Bruntwood's materials used in connection with the Goods and/or Services and any Key Deliverables whether or not then complete.

Liability

Nothing in this Agreement shall limit or exclude the liability or remedy of:
1. either party in respect of any deceit, theft, fraud or fraudulent misrepresentation by it or its employees, and in the case of Supplier, by Supplier Personnel;
2. either party for death or personal injury caused by its negligence, or that of its employees, agents or subcontractors;
3. the Supplier in respect of an obligation in this Agreement to indemnity a party or any other person;
4. the Supplier under clauses 12 (Intellectual Property) and 15 (Data Protection);
5. either party under clause 16.1 (Confidentiality);
6. either party for any act, omission or matter, liability for which may not be excluded or limited under any Applicable Law; or
7. the Supplier for the wilful abandonment of this Agreement or wilful default by the Supplier.
Subject to clause 14.1, neither party will be liable to the other party for any indirect or consequential loss or damage.
Subject to clause 14.1 and 14.2, Bruntwood's total aggregate liability arising under or in connection with this Agreement, whether arising in contract, tort (including negligence), or for breach of statutory duty, or otherwise howsoever, shall in all circumstances be limited in aggregate to:
1. in respect of the non-payment of Charges due and payable, to the amount unpaid together with any interest due on such amount; and
2. in respect of any other type of liability, 100% of all Charges paid or payable in aggregate under this Agreement.
Subject to clause 14.1 and 14.2, the Supplier's total aggregate liability arising under or in connection with this Agreement, whether arising in contract, tort (including negligence), or for breach of statutory duty, or otherwise howsoever, shall in all circumstances be limited in aggregate to the greater of:
1. 200% of all Charges paid or payable in aggregate under this Agreement; or
2. £100,000.

Data Protection

Bruntwood and Supplier agree and acknowledge that each party is an independent controller of Personal Data exchanged in the context of the commercial relationship, which it is anticipated shall be limited to business-to-business contact information. Each party may need to process such Personal Data to (as appropriate); (a) administer and provide the Good and Services; (b) request and receive the Goods and Services; (c) compile, dispatch and manage the payment of invoices relating to the Goods and Services; (d) manage the Agreement and resolve any disputes relating to it; (e) respond and/or raise general queries relating to the Goods and Services; and (f) comply with its regulatory obligations. Each party shall process such Personal Data: (a) only for the foregoing purposes; and (b) in accordance with its obligations under the Data Protection Legislation and its relevant privacy notice. In the event that either party becomes a processor instructed by the other as a controller of any Personal Data then the parties shall enter into a data processing and, if relevant, transfer, agreement in accordance with Articles 28 and 46 of the UK GDPR.

General

Confidentiality: For the duration of this Agreement and thereafter, each party shall in relation to the Confidential Information of the other party (which shall, where the other party is Bruntwood, include any member of the Bruntwood Group) and save as expressly permitted by this clause 16.1;
1. keep the Confidential Information confidential and not make or release copies of it (save that copies may be made where reasonably necessary to perform properly obligations or exercise rights under this Agreement);
2. not disclose by any means and whether directly or indirectly the Confidential Information to any other person other than with the prior written consent of the other party;
3. not use the Confidential Information for any purpose except the performance of obligations or the exercise of rights under or the receipt of the benefit of this Agreement; and
4. not use any Confidential Information so as to procure any commercial advantage over the other party (which shall, where the other party is Bruntwood, include any member of the Bruntwood Group).

This restriction will apply until the fifth (5th) anniversary after the expiry or termination of this Agreement, and does not apply to information which: (i) was demonstrably public knowledge at the time of usage; (ii) the disclosing party needs to have or disclose in order to fulfil its obligations, exercise its rights under the Agreement or pursuant to Relevant Laws; (iii) such Confidential Information is in the public domain at the time of this Agreement, or at a later date comes into the public domain, where such Confidential Information has not come into the public domain through a breach of this Agreement; (iv) the receiving party can show that such Confidential Information was known to it before receipt and had not previously been obtained under an obligation of confidence; or (v) the receiving party obtains or has available such Confidential Information from a source other than the disclosing party without breaching any obligation of confidence.

Notwithstanding any other provision of this clause 16.1, Bruntwood (which shall include any member of the Bruntwood Group) may disclose Confidential Information to its solicitors, auditors, insurers, accountants or regulators, for the purposes of reporting to or seeking advice from the relevant party.

Audit: The Supplier shall keep complete, accurate and up to date records of all time spent, materials used and principal activities carried out, and other material information generated in connection with this Agreement. This must include all transactions which relate in any way to this Agreement or to the Goods or Services supplied under it. Such records shall be retained by the Supplier for inspection by Bruntwood for seven (7) years from the period to which they relate or such other period as Bruntwood may advise in writing. Bruntwood may request copies of such records including all relevant activities of any suppliers or sub-contractors. The Supplier will meet any reasonable such request as soon as reasonably practicable. Without limitation, these records must provide full traceability for all goods comprised in, or used in making, any Goods which are in any respect safety critical. Such records must also demonstrate compliance with all legal or regulatory requirements and with all contractually binding quality and performance standards.
Amendment and Variation: No variation to this Agreement shall be valid unless it is in writing, expressed to amend this Agreement and signed by a duly authorised representative of the Supplier and of Bruntwood.
No partnership or agency: Nothing in this Agreement shall be deemed to constitute a partnership between the parties, nor constitute either party the agent of the other party for any purpose.
Third Party Rights: Except as set out in this Agreement, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. Each obligation of the Supplier under this Agreement is owed to, and each right granted by the Supplier under this Agreement is granted to, each member of the Bruntwood Group each of whom may enforce the terms of this Agreement under the Contracts (Rights of Third Parties Act 1999) and references to Bruntwood in the context of the Supplier's obligations and the rights granted by the Supplier shall be construed accordingly. If a person who is not a party to this Agreement is stated to have the right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, the parties may rescind or vary this Agreement (and any documents entered into pursuant to or in connection with it) without the consent of that person.
Assignment and Subcontracting: The Supplier shall not be entitled to assign, transfer, subcontract or otherwise deal with its rights and obligations arising under or in connection with this Agreement without Bruntwood's prior written consent. The Supplier shall remain liable in respect of the acts and omissions of the Supplier's agents, employees and sub-contractors as if they had been the Supplier's acts or omissions.
Non-Solicitation: During the Agreement and for twelve (12) months after the termination or expiry of it, the Supplier shall not solicit for employment any of Bruntwood's personnel without the prior written consent of Bruntwood.
Waiver: No waiver by Bruntwood of any breach of contract by the Supplier will be considered as a waiver of any subsequent breach of the same or any other provision, or as a release of the provision which the Supplier breached. No delay by Bruntwood in enforcement, and no toleration shown by Bruntwood, is to imply any waiver or compromise of Bruntwood's rights.
Notices: All notices and consents to be given to a party under this Agreement shall be in writing in English and shall be marked for the attention of the person, and delivered by hand or prepaid registered post to the address set out in the Purchase Order. This clause does not apply to routine reporting under the Agreement which may be in any conventional written form (including email).
Cumulative Rights: Except as expressly stated in this Agreement, the rights of each party under this Agreement are cumulative and not exclusive of rights or remedies provided by law save to the extent that such rights are inconsistent with those rights as expressly set out in this Agreement.
Severability: If any provision of the Agreement is held by competent authority to be invalid or unenforceable in whole or in part, the validity of the Agreement and of the remainder of the provision in question will not be affected.
Further Assurance: During and after termination or expiry of this Agreement, each party shall, and the Supplier shall ensure that the Supplier Personnel and any its subcontractors shall, at the request and cost and expense of the Supplier, sign all documents and do all other acts, which may be necessary to give full effect to this Agreement.
Entire Agreement: This Agreement (together with all other documents to be entered into pursuant to it) sets out the entire agreement and understanding between the parties, and supersedes all proposals and prior agreements, arrangements and understandings between the parties, relating to its subject matter. Each party acknowledges that in entering into this Agreement it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it) made by or on behalf of any other party before the Effective Date.
Governing Law and Jurisdiction: This Agreement and any dispute, disagreement or claim arising out of or in connection with this Agreement, its subject matter or formation (including non-contractual disputes and claims) shall be governed by and will be interpreted in accordance with English law. Any dispute, disagreement or claim arising out of or in connection with this Agreement, its subject matter or formation (including non-contractual disputes and claims) shall be submitted to the exclusive jurisdiction of the English courts.