Terms and Conditions for the Supply of Goods and Services
ORIGINS HEALTHCARE COMMUNICATIONS LIMITED
1. BASIS OF CONTRACT
1.1 The issue of our Purchase Order constitutes confirmation and acceptance by us of your offer to provide the Services on the terms set out hereto.
2. SUPPLY OF SERVICES
2.1 You will meet the performance dates for the Services specified in this Purchase Order or as otherwise notified by us.
2.2 The Terms & Conditions contain full details of your obligations in supplying the Services, for example, you will comply with all our instructions and perform the Services to the best of your ability and in accordance with industry practice.
3. CHARGES AND PAYMENT
3.1 The charges for the services are set out in this Purchase Order and we will not be liable to pay any further amounts unless previously agreed in writing.
3.2 You will invoice us at such intervals as we have agreed and include such supporting information as we may require.
3.3 In consideration of the supply of the Services we will pay undisputed invoiced amounts by the end of the month following the month of a correctly rendered invoice.
3.4 You will maintain complete and accurate records of your time spent in providing the Services, allow us to inspect such records and if we require you to do so, record your time in our time recording system.
3.5 We may set off any amount owed to us by you against any amount payable by us to you under the Purchase Order.
4.1 For the purpose of providing the Services we authorise you to use our branding, in accordance with our brand guidelines as notified to you from time to time.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 You assign to us, with full title guarantee and free from all third-party rights, all Intellectual Property Rights in any products resulting from the Services, including the Deliverables.
5.2 You will do, or procure to be done, all further acts and execute all other documents as we may require, for the purpose of securing the full benefit of the Purchase Order for us.
5.3 You warrant that you have full, clear and unencumbered title to all such items that are transferred to us and at the date of delivery to us, you will have full and unrestricted rights to transfer all such items to us.
5.4 You retain all Intellectual Property Rights in those materials owned by you prior to the Commencement Date and grant us a non-exclusive perpetual royalty-free license to use such materials. The Origins Materials are our exclusive property.
5.5 In the event that you use sub-contractors, you will obtain irrevocable waivers of all moral rights which they may have in the Deliverables.
6.1 All Confidential Information as defined in the Confidentiality Agreement that we provide to you is and will remain ours.
6.2 The Confidentiality Agreement contains full details of your obligations in relation to the Confidential Information including keeping and procuring that your directors, employees, agents and representatives keep the Confidential Information in strict confidence and you will not use the Confidential Information except as necessary.
6.3 You accept full responsibility and will indemnify us against any loss arising from the disclosure of Confidential Information in breach of the Confidentiality Agreement. Your obligations in relation to the Confidential Information will survive termination of the purchase order.
7. DATA PROTECTION
7.1 Where you process personal data as a data processor on behalf of Origins, or an Origins Client, as part of your obligations under the Purchase Order you will comply with applicable data protection legislation. This includes 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 on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation or “GDPR”) and requirements set out in the Terms & Conditions.
8.1 You will keep us indemnified in full against all costs, expenses, damages, and losses (direct or indirect) incurred or paid by us in connection with any third-party claim against us in connection with the supply of the Services or alleged infringement of a third party’s Intellectual Property Rights.
8.2 You will maintain professional indemnity insurance and public liability insurance with a reputable company for the duration of the Purchase Order and for a period of 12 months following its expiration or termination.
9.1 We may terminate the Purchase Order and any other Purchase Order agreed between us with immediate effect by giving you written notice if you commit a material breach of this Purchase Order and fail to remedy it within 14 days or if you are subject to any of the insolvency proceedings set out in the Terms & Conditions. We may terminate the Purchase Order at any time by giving you one month’s written notice.
10.1 You will produce so far as permitted by law than on termination of the Purchase Order, TUPE shall not apply, and you will indemnify us and any Replacement Supplier in relation to any claim made by virtue of TUPE.
11.1 The Terms & Conditions and the Purchase Order shall be governed by the laws of England and Wales.
11.2 If you are a supplier based in the UK, you irrevocably agree that any dispute or claim arising out of the Terms & Conditions and the Purchase Order shall be subject to the exclusive jurisdiction of the English Courts.
11.3 If you are a supplier based outside of the UK, you agree that any dispute or claim arising out of the Terms & Conditions and the Purchase Order shall be resolved by ad hoc arbitration conducted in accordance with the rules of the London Court of International Arbitration, which rules are deemed to be incorporated by reference to this clause. The seat of the arbitration shall be London, England. The tribunal shall consist of one arbitrator to be agreed between the Parties. If the parties fail to agree upon the identity of the sole arbitrator within fourteen days of service of the notice of arbitration, either Party may request the President of the Chartered Institute of Arbitrators to appoint an arbitrator.