The following definitions and rules of interpretation apply in these Conditions.
Applicable Data Protection Laws means:
(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
(b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
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 the Customer for the supply of the Services in accordance with clause 5.
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 12.5.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer: the person or firm who purchases Services from the Supplier.
Customer Default: has the meaning set out in clause 4.2.
Customer Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.
Deliverables: the interim and final written reports and associated advice produced by the Supplier for the Customer.
EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.
Instruction: the Customer’s instruction (whether written or oral) to the Supplier to undertake the Services.
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.
Main Contract: the contract between the Supplier and the Customer for the supply of Services to which these Conditions apply.
Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.
Specification: the description or specification of the Services provided in writing by the Supplier to the Customer and set out more particularly in the Main Contract.
Supplier: Integra Technical Services Limited registered in England and Wales with company number 03348439.
Supplier Materials: has the meaning set out in clause 4.1(f).
Supplier Personal Data: any personal data which the Supplier processes in connection with this agreement, in the capacity of a controller.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
(a) Unless expressly provided otherwise in these Conditions, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative 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 fax and email.
2. BASIS OF CONTRACT
2.1 The Instruction constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 The Instruction shall only be deemed to be accepted when the Supplier issues written acceptance of the Instruction at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any tenders, brochures or promotional materials issued by the Supplier, and any descriptions or illustrations contained therein are issued for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Main Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. Where there is a conflict between these Conditions and the terms of the Main Contract, these Conditions shall apply in all respects.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3. SUPPLY OF SERVICES
3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
3.2 The Supplier shall use reasonable endeavours to meet any performance dates specified in the Main Contract, but any such dates shall be
estimates only and time shall not be of the essence for performance of the Services.
3.3 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
4. CUSTOMER’S OBLIGATIONS
4.1 The Customer shall:
(a) ensure that the terms of the Instruction and any information it provides in the Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
(d) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(f) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation;
(g) comply with any additional obligations as set out in the Specification; and
(h) comply with all laws and regulations relating to its business which may, directly or indirectly, impact upon the Supplier’s provision of the Services.
4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer
or failure by the Customer to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
5. CHARGES AND PAYMENT
5.1 The Charges for the Services shall be calculated in accordance with the terms of the Main Contract.
5.2 The Supplier reserves the right to increase the Charges on an annual basis.
5.3 The Supplier shall invoice the Customer on an interim basis. The frequency of the interim invoicing shall be determined by the Supplier having regard to the nature, duration and complexity of the matter but shall be no greater than monthly and no less frequent than quarterly.
5.4 The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier,
5.5 Time for payment shall be of the essence and non-payment shall be considered a material breach for the purposes of clause 9.2(a).
5.6 All amounts payable by the Customer under the Main Contract are exclusive of amounts in respect of value added tax chargeable from
time to time (VAT), or any equivalent tax chargeable outside the United Kingdom). Where any taxable supply for VAT purposes is made
under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the
Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for
the supply of the Services.
5.7 If the Customer fails to make a payment due to the Supplier under the Main Contract by the due date, then, without limiting the Supplier’s
remedies under clause 9, the Customer 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 5.7 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%.
5.8 All amounts due under the Main Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any
deduction or withholding of tax as required by law).
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any
materials provided by the Customer) shall be owned by the Supplier.
6.2 The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive,
royalty-free licence during the term of the Main Contract to copy the Deliverables (excluding materials provided by the Customer) for the
purpose of receiving and using the Services and the Deliverables in its business.
6.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
6.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials
provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
7. DATA PROTECTION
7.1 For the purposes of this clause 7, the terms controller, processor, data subject, personal data, personal data breach and
processing shall have the meaning given to them in the UK GDPR.
7.2 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 7 is in addition to, and does
not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
7.3 The parties have determined that for the purposes of Applicable Data Protection Laws:
(a) the Supplier shall process the personal data as set out in Schedule 1 as processor on behalf of the Customer; and
(b) in certain cases, depending on the activity comprising the Services, the Supplier shall act as controller of the personal data set out in Schedule 1
7.4 Should the determination in clause 7.3 change, the parties shall use all reasonable endeavours make any changes that are necessary to this clause 7 and Schedule 1.
7.5 The Customer consents to, (and shall procure all required consents in respect of) all actions taken by the Supplier in connection with the
7.6 Without prejudice to clause 7.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable
lawful transfer of the Supplier Personal Data and Customer Personal Data to the Supplier and lawful collection of the same by the Supplier
for the duration and purposes of this agreement.
7.7 In relation to the Customer Personal Data, Schedule 1 sets out the scope, nature and purpose of processing by the Supplier, the duration of
the processing and the types of personal data and categories of data subject.
7.8 Without prejudice to clause 7.2 the Supplier shall, in relation to Customer Personal data:
(a) process that Customer Personal Data only on the instructions of the Customer, which shall be to process the Customer Personal Data for the purposes set out in Schedule 1 (Processing, personal data and data subjects) unless the Supplier is required by Applicable Laws to otherwise process that Customer Personal Data (Purpose). Where the Supplier is relying on Applicable Laws as the basis for processing Customer Personal Data, the Supplier shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer on important grounds of public interest. The Supplier shall inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection Laws;
(b) implement the technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms are 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;
(c) ensure that any personnel engaged and authorised by the Supplier to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
(d) assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
(f) maintain records to demonstrate its compliance with this clause 7.
7.9 The Customer provides its prior, general authorisation for the Supplier to:
(a) appoint processors to process the Customer Personal Data, provided that the Supplier:
(i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this clause 7;
(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and
(iii) shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection.
(b) transfer Customer Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).
8. LIMITATION OF LIABILITY:
8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in
contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 Nothing in this clause 8 shall limit the Customer’s payment obligations under the Contract.
8.3 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.4 Subject to clause 8.3 (Liabilities which cannot legally be limited), the Supplier’s total liability to the Customer for all loss or damage shall
be limited in aggregate to the lesser of £1,000,000.00 or ten times the value of the Supplier’s fees incurred in respect of the Instruction,
excluding disbursements, expenses and applicable taxes.
8.5 Subject clause 8.2 (No limitation of customer’s payment obligations) and clause 8.3 (Liabilities which cannot legally be limited), this clause 8.5 sets out the types of loss that are wholly excluded:
(a) loss of profits.
(b) loss of sales or business.
(c) loss of agreements or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data or information.
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.6 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these
commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by
law, excluded from these Conditions and the Main Contract.
8.7 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall
have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to
have become, aware of the event having occurred and shall expire twelve months from that date. The notice must be in writing and must
identify the event and the grounds for the claim in reasonable detail.
8.8 The Supplier shall have no liability to the Customer whatsoever for the acts or omissions of a third party who has been instructed by the
Customer to facilitate the provision of the Services. To avoid doubt, no representation or warranty is given by the Supplier as to the
competence or suitability of any such third party.
8.9 This clause 8 shall survive termination of the Contract.
9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party three months’
9.2 Without 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 and (if such a breach is remediable) fails to remedy that breach within 14 days of that party 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), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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;
(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; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written
notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) there is a change of control of the Customer.
9.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other
contract between the Customer and the Supplier if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer becomes subject to any of the events listed in clause 9.2(c) or clause 9.2(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and
(c) the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in clause 9.2(b).
10. CONSEQUENCES OF TERMINATION
10.1 On termination or expiry of the Contract:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
10.2 Termination or expiry of the Contract shall not affect any 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.
10.3 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.
11. CUSTOMER INDEMNITY
11.1 The Customer shall indemnify the Supplier against any and all liabilities, costs, demands, actions, proceedings, damages, losses, and
reasonably incurred expenses which the Supplier suffers as a result of the Customer’s breaches of these Conditions or breaches of the Main
11.2 The total aggregate liability of the Customer to the Supplier under this clause 11 shall be limited to £1,000,000.00.
12.1 Force majeure.
Neither party shall be in breach of these Conditions or the Main Contract for any delay in performing, or failure to
perform, any of its obligations if such delay or failure result from events, circumstances or causes beyond its reasonable control.
12.2 Assignment and other dealings.
(a) The Supplier 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 Main Contract or these Conditions.
(b) The Customer 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 Main Contract or these Conditions, without the prior written consent of the Supplier.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers 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, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Main Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 12.3; 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 Main Contract.
12.4 Entire agreement.
(a) These Conditions and the Main Contract constitute 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.
(b) Each party acknowledges that in entering into the Main Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions or the Main Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Conditions or the Main Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
The Supplier may update these Conditions from time to time but no variation of the Main Contract shall be effective unless it is
in writing and signed by the parties (or their authorised representatives).
A waiver of any right or remedy under these Conditions or under the Main 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 these Conditions, the Main 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
these Conditions, the Main Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of these Conditions or the Main Contract is or becomes invalid, illegal or unenforceable, it
shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Conditions or the Main Agreement (as
the case may be). If any provision or part-provision of these Conditions or the Main Contract (as the case may be) is deleted under this
clause 12.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the
intended commercial result of the original provision.
(a) Any notice given to a party under or in connection with these Conditions or the Main 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 fax to its main fax number or sent by email to the address specified in the Main Contract.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) 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; or
(iii) if sent by fax or 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)(iii), 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 12.8 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.
12.9 Third party rights.
Unless it expressly states otherwise, neither these Conditions nor the Main Contract gives rise to any rights under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of the Contract.
12.10 Governing law.
These Conditions and the Main 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
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 these Conditions or the Main Contract or their subject
matter or formation.
Schedule 1 Processing, Personal Data and Data Subjects
This schedule contains details of the Processing of Personal Data
1. PARTIES’ ROLES
1.1 Where the Supplier acts as a processor
1.2 Where the Supplier acts as a controller
2. PARTICULARS OF PROCESSING
2.1 Nature & purpose: The Personal Data is processed for the purposes of performing the Instruction.
2.2 Duration of the processing: The duration of the processing corresponds to the duration of the Main Contract.
2.3 Types of personal data:
(b) Dates of birth,
(d) Marital status,
(e) Contact details,
(f) Employment details (both past and present), including salary and National Insurance number.
(g) Insurance policy details and details of a claim.
(h) Bank details and credit reports.
(i) Special category personal data including medical history, race, ethnicity, religious beliefs, sexual orientation, membership of trade unions, political opinions, details of injury, details of both mental and physical health and genetic & biometric information.
2.4 Categories of data subject:
(a) the Customers officers and employees;
(b) witnesses and experts that may be instructed;
(c) the Customer’s policyholders;