SERVICES AGREEMENT - TERMS AND CONDITIONS
PARTIES:
Dispatch Ltd TA Parallel Purchasing (registration no. 12639946) whose principal place of business is at 11 Station Road, Balsall Common, Coventry, CV7 7FN (“The Provider”, “We”, “Us”, or “Our”); AND THE CUSTOMER as set out on the applicable Services Agreement (“The Customer”, “You”, “Your”), each a “party” and collectively the “parties”.
BACKGROUND:
(A) We are a provider of tendering, contract support and other related services.
(B) You wish to be provided with our Services.
(C) The parties have agreed that the terms and conditions set out in the applicable Services Agreement (“the Agreement”) and in this document will apply to the supply of the Services by Us to You.
IT IS AGREED AS FOLLOWS:
1. Confidential Information
1.1 Neither of us shall without the prior written consent of the other party (during and after termination of this Agreement) use (other than in the performance of this Agreement) or disclose to any other person any Confidential Information of the other party, except that any obligations contained in this clause shall not prevent any disclosure of Confidential Information which is required (though only to the extent required) by law, court order or any legal or regulatory authority, which is required to comply with the rules of any relevant stock exchange, or disclosure to a party’s professional advisors, acting in their capacity as such.
1.2 The Customer acknowledges and agrees that the Provider may collect and develop statistics and generate product and service specific information from the Customer information to be made available to users of the Provider’s services. Other than expressly set out in this clause the Provider agrees that it shall not disclose, whether directly or indirectly, to any third party any such customer information, provided always that this restriction shall not prevent the disclosure or use by the Provider of any information which is or hereafter, through no fault of the Provider, becomes public knowledge or to the extent permitted by law.
2. Liability
Each party undertakes fully and effectively to indemnify and keep indemnified at all times the other party against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid, directly or indirectly in respect of any breach by the other party of any of the provisions of this Agreement.
3. Term and Termination
3.1 This Agreement shall take effect from the Start Date and shall continue for the Initial Period (both as specified in the Agreement) and thereafter renew automatically for successive terms of 12 months each (each a “Renewal Term”) unless and until terminated by either party giving the other not less than 90 days’ written notice to that effect (such notice to expire at the end of the Initial Period or any subsequent Renewal Term only).
3.2 Notwithstanding any other provisions herein contained, and without prejudice to any other rights such party serving notice may have, either party may forthwith terminate this Agreement by written notice to the other if any of the following events shall occur: (i) if the other party commits any breach of the terms or conditions of this Agreement including the terms, conditions and provisions of any schedule attached or adopted hereto and fails to remedy such breach (or in so far as such breach is not capable of remedy to furnish adequate compensation therefore) within (30) thirty days after receiving written notice from the party requiring it so to do; or (ii) if the other party becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a private limited or a public limited company or equivalent organisation) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution shall be threatened or levied upon any equipment and/or software or other property of the party entitled to serve notice hereunder or if the other party is unable to pay its debts in accordance with the law relating to this Agreement.
3.3 Termination of this Agreement shall be without prejudice to any accrued rights of either party and shall not affect obligations which are expressed not to be affected by expiry or termination hereof.
4. Fees and Charges
4.1 The fees set out in the Agreement will be collected from the managed suppliers by way of a rebate for the full term of the Agreement. The Customer will mandate this arrangement with the individual suppliers.
4.2 The Customer agrees as condition of the tender process, the Customer will select supplier/s from a supplier list nominated by the Provider which may include both new and existing suppliers. Following the tender process, the Customer must spend a minimum of 95% of the category spend with supplier/s nominated by the Provider.
4.3 The fees set out in the Agreement will be applied to any supply arrangements made by the Customer directly with suppliers within the managed categories for the full term of the Agreement. If the Customer receives any direct offers from a supplier within a managed category, at any stage of the tender process, the Customer will refer that offer to the Provider for inclusion in the tender process.
5. Force Majeure
Neither party shall be liable to the other in any way whatsoever for failure, interruption, delay or any other matters of the nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock outs and industrial disputes; fire, explosion, earthquake, acts of God, flood, drought or bad weather; or the requisitioning or other act or order by any government department, council or other constituted body.
6. General
6.1 Any document notice claim or demand to be given served or made by either party to the other in connection with this Agreement shall be sufficiently given served or made by delivering or sending the same by hand or courier, pre-paid first class recorded delivery, or email to the registered office or the aforesaid address of the party to whom it is addressed.
6.2 The Customer shall not, without the prior written consent of the Provider, assign or transfer the Agreement or any of its rights under the Agreement to any other person, firm or company.
6.3 Failure or neglect by the Provider to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the Provider’s rights hereunder nor in any way affect the validity of the whole or any part of the Agreement nor prejudice the Provider’s rights to take subsequent action.
6.4 This Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the parties prior to the signing of this Agreement which constitutes the entire understanding between the parties hereto. Except as otherwise provided herein, no addition, amendment or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of each party by a director or such other duly authorised officer.
6.5 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
6.6 In the event that any or any part of the terms, conditions or provisions contained in this Agreement or any schedule attached or adopted as relative hereto shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.
6.7 This Agreement shall be governed and construed in all respects in accordance with English Law.
Dispatch Ltd TA Parallel Purchasing (registration no. 12639946) whose principal place of business is at 11 Station Road, Balsall Common, Coventry, CV7 7FN (“The Provider”, “We”, “Us”, or “Our”); AND THE CUSTOMER as set out on the applicable Services Agreement (“The Customer”, “You”, “Your”), each a “party” and collectively the “parties”.
BACKGROUND:
(A) We are a provider of tendering, contract support and other related services.
(B) You wish to be provided with our Services.
(C) The parties have agreed that the terms and conditions set out in the applicable Services Agreement (“the Agreement”) and in this document will apply to the supply of the Services by Us to You.
IT IS AGREED AS FOLLOWS:
1. Confidential Information
1.1 Neither of us shall without the prior written consent of the other party (during and after termination of this Agreement) use (other than in the performance of this Agreement) or disclose to any other person any Confidential Information of the other party, except that any obligations contained in this clause shall not prevent any disclosure of Confidential Information which is required (though only to the extent required) by law, court order or any legal or regulatory authority, which is required to comply with the rules of any relevant stock exchange, or disclosure to a party’s professional advisors, acting in their capacity as such.
1.2 The Customer acknowledges and agrees that the Provider may collect and develop statistics and generate product and service specific information from the Customer information to be made available to users of the Provider’s services. Other than expressly set out in this clause the Provider agrees that it shall not disclose, whether directly or indirectly, to any third party any such customer information, provided always that this restriction shall not prevent the disclosure or use by the Provider of any information which is or hereafter, through no fault of the Provider, becomes public knowledge or to the extent permitted by law.
2. Liability
Each party undertakes fully and effectively to indemnify and keep indemnified at all times the other party against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid, directly or indirectly in respect of any breach by the other party of any of the provisions of this Agreement.
3. Term and Termination
3.1 This Agreement shall take effect from the Start Date and shall continue for the Initial Period (both as specified in the Agreement) and thereafter renew automatically for successive terms of 12 months each (each a “Renewal Term”) unless and until terminated by either party giving the other not less than 90 days’ written notice to that effect (such notice to expire at the end of the Initial Period or any subsequent Renewal Term only).
3.2 Notwithstanding any other provisions herein contained, and without prejudice to any other rights such party serving notice may have, either party may forthwith terminate this Agreement by written notice to the other if any of the following events shall occur: (i) if the other party commits any breach of the terms or conditions of this Agreement including the terms, conditions and provisions of any schedule attached or adopted hereto and fails to remedy such breach (or in so far as such breach is not capable of remedy to furnish adequate compensation therefore) within (30) thirty days after receiving written notice from the party requiring it so to do; or (ii) if the other party becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a private limited or a public limited company or equivalent organisation) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution shall be threatened or levied upon any equipment and/or software or other property of the party entitled to serve notice hereunder or if the other party is unable to pay its debts in accordance with the law relating to this Agreement.
3.3 Termination of this Agreement shall be without prejudice to any accrued rights of either party and shall not affect obligations which are expressed not to be affected by expiry or termination hereof.
4. Fees and Charges
4.1 The fees set out in the Agreement will be collected from the managed suppliers by way of a rebate for the full term of the Agreement. The Customer will mandate this arrangement with the individual suppliers.
4.2 The Customer agrees as condition of the tender process, the Customer will select supplier/s from a supplier list nominated by the Provider which may include both new and existing suppliers. Following the tender process, the Customer must spend a minimum of 95% of the category spend with supplier/s nominated by the Provider.
4.3 The fees set out in the Agreement will be applied to any supply arrangements made by the Customer directly with suppliers within the managed categories for the full term of the Agreement. If the Customer receives any direct offers from a supplier within a managed category, at any stage of the tender process, the Customer will refer that offer to the Provider for inclusion in the tender process.
5. Force Majeure
Neither party shall be liable to the other in any way whatsoever for failure, interruption, delay or any other matters of the nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock outs and industrial disputes; fire, explosion, earthquake, acts of God, flood, drought or bad weather; or the requisitioning or other act or order by any government department, council or other constituted body.
6. General
6.1 Any document notice claim or demand to be given served or made by either party to the other in connection with this Agreement shall be sufficiently given served or made by delivering or sending the same by hand or courier, pre-paid first class recorded delivery, or email to the registered office or the aforesaid address of the party to whom it is addressed.
6.2 The Customer shall not, without the prior written consent of the Provider, assign or transfer the Agreement or any of its rights under the Agreement to any other person, firm or company.
6.3 Failure or neglect by the Provider to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the Provider’s rights hereunder nor in any way affect the validity of the whole or any part of the Agreement nor prejudice the Provider’s rights to take subsequent action.
6.4 This Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the parties prior to the signing of this Agreement which constitutes the entire understanding between the parties hereto. Except as otherwise provided herein, no addition, amendment or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of each party by a director or such other duly authorised officer.
6.5 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
6.6 In the event that any or any part of the terms, conditions or provisions contained in this Agreement or any schedule attached or adopted as relative hereto shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.
6.7 This Agreement shall be governed and construed in all respects in accordance with English Law.